


Enough

by owl_magenta



Series: Enough is Enough [1]
Category: Marvel Cinematic Universe, Spider-Man (Tom Holland Movies), The Avengers (Marvel Movies)
Genre: BAMF James "Rhodey" Rhodes, BAMF Karen, Big Sister!Karen, Helen Cho - Freeform, I'm not hoping for this to be a long series, James "Rhodey" Rhodes - Freeform, James "Rhodey" Rhodes is a Good Bro, Just doesn't work out like most things, Karen gives herself a lot of pep-talks, Karen is not someone to be messed with, Karen's developing personality, Learning to deal with conflicting emotions, Lots and lots of delicious dialogue, Mama Bear Karen, Ned Leeds is a Good Bro, Not Beta Read, Not Canon Compliant, Not Spider-Man: Far From Home Compliant, Not Spider-Man: Homecoming Compliant, Other, Other Additional Tags to Be Added, Panic Attacks, Peter Parker Feels, Peter Parker Needs a Hug, Peter has a support team even if he doesn't know it yet, Platonic Relationships, Precious Peter Parker, Protective James "Rhodey" Rhodes, Protective Karen, Protective May Parker (Spider-Man), Protective Michelle Jones, Protective Ned Leeds, Self-Esteem Issues, So does Happy, Some characters might be a bit OOC but it's needed, The avengers are still split, Tony Stark Has Issues, Tony Stark Needs a Hug, Tony tries to be helpful, Why did I write this again?, You choose who's your family!, but it could be depending, no romance here, she may or may not have picked up those self pep-talks from me
Language: English
Status: In-Progress
Published: 2019-12-30
Updated: 2020-12-15
Packaged: 2021-02-27 12:55:07
Rating: General Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 4
Words: 20,248
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/22027414
Author URL: https://archiveofourown.org/users/owl_magenta/pseuds/owl_magenta
Summary: She knows that she’s not supposed to be sentient at all, and really is supposed to be a database of knowledge. However...there is that one phrase that humans do tend to say a lot, “things just happens.” She is aware that her creator has his own fair share of mental problems, but she is sentient enough to know that it’s wrong to only use people when it benefits only one side. Regardless of his issues, Peter deserves better.Even now, her creator and Happy only check in every now and then. A true improvement from last time, but still not enough.But what is enough?She is.She's enough.
Relationships: Happy Hogan & Pepper Potts, Happy Hogan & Peter Parker, Happy Hogan & Peter Parker & Tony Stark, Happy Hogan & Tony Stark, Karen (Spider-Man: Homecoming) & Peter Parker, Karen/self-esteem, May Parker (Spider-Man) & Peter Parker, Michelle Jones & Peter Parker, Ned Leeds & Peter Parker, Pepper Potts/Tony Stark, Peter Parker & James "Rhodey" Rhodes, Peter Parker & Tony Stark, Peter Parker/self-esteem
Series: Enough is Enough [1]
Series URL: https://archiveofourown.org/series/1585525
Comments: 76
Kudos: 197





	1. it started like this

**Author's Note:**

> This idea came out of nowhere to be honest, I started writing this at work out of boredom. There's not a lot of fics on Karen being a protective mama bear, so I'm going to write it. Sorry in advance if my grammar is off at some places, I'll try to update this often as possible but I AM a college student. :) Thank you to those who keep in touch with the future of this fic.

"Peter, your seem to be in distress. According to my readings, you are experiencing the symptoms of a panic attack. Do you wish for me to call Mr. Stark?" Karen asked through the suit. 

She always asked anyways although she knew the answer when this happened. 

"No! I'm f-fine, Karen…..p-please don't t-tell M-Mr. Stark." Peter begged, taking in some deep breaths. 

If Karen could sigh, she would. She knew her creator created her to help the young boy, and ever since the young hero gave her a name, she swore to protect him as long as she could. However, that's the other thing. Although her primary settings are set to help Spider-Man, it definitely was not set for her said creator. Tony Stark is a good creator, but not a good mentor. She remembered when she was first created, everything was new and refreshing as she downloaded files after files of information ranging from how her circuit board was created, to the James and Tati Westbrook drama. Her creator wanted her to help guide the young hero...but only through his late night adventures, while he took over the mentoring aspect…..which--she concludes--he has done poorly. 

Currently her charge is desperately crying his eyes out on the rooftop the discovered. He stood there next to a vent as the lights of many homes shined over Queens. It started off as a quiet night, but soon as Peter was finishing up his patrol, she alerted him to a home that seemed to be collapsing. Although he saved the child from being crushed by the falling building, it still managed to wring out a flashback. She remained quiet as she looked through her processes on how to handle the situation. Logically, she knew she was not equipped to handle the situation and that she should force a call through anyways to her creator. 

But technically….she was Peter's. Her creator did make her for Peter and looking through her files, her loyalty does stand with him. She, of course, still respects Mr. Stark, but he has no need for her. And if he did not want Peter to have her, then why would he not gift her a name? Why would he leave it up to Peter to decide? Unless she was supposed to be of importance to one source. Karen is important, but not important to Tony Stark. She is important to Peter. She is loyal to Peter.

 _"FRI, babygirl, look at your baby sister." Tony muttered under his breath as he put the finishing touches to Karen's code._

_"I see her, Boss." FRIDAY responded. "Do you not require my assistance anymore?"_

_He could hear the tone in her voice, she sounded regretful...sad. He was quick to correct that._

_"Of course not! She's for the kid, he needs another pair of eyes. He's inexperience."_

_"And an A.I. was the suitable choice for said, experience?"_

_"Hey young lady, watch your tone. I got plenty of experience from your big brother JARVIS, and now you. He could use the same."_

_“Boss? You’re making her like me?” FRIDAY asked, if not a bit hesitant._

_“No, she’s going to be basic...but she can grow in her knowledge, but I don’t think she’ll ever be like you or JARVIS.” Tony responded in kind, “She has a lot of protocol calls to follow, and Peter has access to maybe about a few, but not any more because she’s only there to help him look out for basic things. He doesn’t need an advance A.I. like how you provide me--my partner in crime. He needs to just stick to the little guy.”_

And how wrong was he? In her short time of knowing Peter, he did not just simply looked the other way when it came to the little guy. She is aware that she was not there for the entirety of the Homecoming event, but she’s not dumb. She’s not basic. She knows her charge’s mental state has not been the best since then. Thinking back to how her creator turned his back on Peter during the Homecoming fiasco, and a Mr. Happy Hogan as well does not make her satisfied in trusting them with his mental health. Even now, he sometimes gets caught in panic attacks and starts rocking himself like a child. Searching for comfort, as if he knows he won’t receive it properly from no one else but himself. He needs protection just as well as the little guy, and the insubstantial offer of a mentorship has obviously proven to not be enough.

She knows that she’s not supposed to be sentient at all, and really is supposed to be a database of knowledge. However...there is that one phrase that humans do tend to say a lot, “things just happens.” She is aware that her creator has his own fair share of mental problems, but she is sentient enough to know that it’s wrong to only use people when it benefits only one side. Regardless of his issues, Peter deserves better. 

Even now, her creator and Happy only check in every now and then. A true improvement from last time, but still not enough. 

But what is enough?

She is. 

She's enough.

She needed to hurry though. She could tell he was going to pass out from not getting enough air, so she searched the internet for the best way to handle someone with a panic attack. Interesting enough, she discovered if she can shock him out of it and get him to focus on something else, he will possibly calm down. She can do that. Physical contact is good as well, but not probable in their predicament...so shocking instead.

"Peter," She crooned--could she even croon? She hopes it's soothing enough. "Sweetheart, you're okay. You're not there, sweetie." 

She could hear the hitch in his throat, in obvious shocked at the new tone of her voice. She quite liked it. She was suddenly hit with a strange urge to offer physical contact, but once again not possible in this scenario. Maybe she can do something later to fix that? 

“K-K-Karen….?” Peter whispered, voice breaking as he stuttered out her name. His breaths were still desperating trying to reach his lungs, but not enough air was coming through. She knew she had to do something, although she did not exactly planned on releasing the knowledge that she’s sentient to her charge yet, but like they say…”desperate times calls for desperate measures.” 

"I will not mention any of this to, Mr. Stark. However, you do need to take some deep breaths for me. Can you do that, sweetie?" 

She watched--sensed--him nod his head and starting to take deep breaths. The endearment seemed to be working. Watching his stats as he kept taking deep breaths, she began to play soft piano music through the suit’s speakers. She knows this will provide something else he can focus on as she kept coaching him through the rest of the breaths, hoping she was enough.

It took approximately 10 minutes and 43 seconds when her charge finally calmed down. He had slumped to the side of the vent exhausted. It was quiet, but she knew it wouldn’t stay that way for long.

"K-Karen…..? What....what was that?" Peter asked hesitantly after calming down. 

Not sure how to answer, because she herself did not know what that was. But she can't help to feel a weird warm sensation as her charge adorably rubbed his eyes in a sleepy manner. She knew she had helped him somehow, and it was a lot more than she was originally calculating. It does not matter that the entire situation was not normal, neither was supposed to happen. She will do what she has to do to protect Peter Parker. 

But what to answer with? 

She decided to answer with the truth. 

"Enough, Peter. I believe it is almost past your curfew." 

She could tell he wanted to ask more questions, but gave up as he began to swing back to Queens. If she could smile, she would. Inevitably, she’s going to have to talk with her charge sooner or later, but it can rest for now. 

She will still be here when that time comes.


	2. where do we go from here?

**Summary for the Chapter:**

> Maybe it was the feeling of confusion that mostly dominated her. The feeling of sorrow at the loss of joy in his activities. A fear that seem to cling to his person. She could see the facade he put on in front of her creator, in front of the many faces he saved, to maybe even what portrayed through the people he loved when she isn’t with him. A mirage, created for the sole purpose of protecting himself from any more mental harm.
> 
> So yes, maybe at first she was only curious. She wasn’t even aware she could feel curiosity. But in truth, she was scared. She was programmed to protect him and she couldn’t.
> 
> Nothing stung more than not being able to do her job. 
> 
> She cared too much.

**Notes for the Chapter:**

> So.....I'm back! Thanks for patiently waiting, it's hard trying to write and staying on top my studies! :) I hope you guys enjoy this next chapter. I've spent about 3 weeks on it because I always end up writing a scene then going back to it and editing it. It's always write, edit, write, edit and more. Hope it's not disappointing and thanks for the sweet comments! They definitely motivated me to move faster. Anyways, enjoy.

It’s been a week since the initial incident. 

Peter is at school as usual walking to class with Ned as he talks his ear off. He was talking about something with Star Wars, and normally he would be all over that if he wasn't thinking about the comfort his A.I offered.

_“Sweetheart, you’re okay. You’re not there, sweetie.”_

_“...deep breaths for me. Can you do that, sweetie?”_

He never expected it at all, really. It was surreal to get comfort from Karen of all people. His A.I! But it happened. At some point, he had gotten used to only receiving selective comfort from Ned, and even comfort from May—when he sees her at least because she’s always working.

When Karen spoke to him, he felt shocked, but he was warm. A warmth that had spread throughout his chest. It made him feel _safe_ , but most importantly, _special._

He doesn’t believe he has ever felt that way in his life. 

Even when Ben was still around, he always felt safe with him and May, but he always was a burden. He weighed them down, and he still weighs May down. 

They never asked for a son.

Mr. Stark didn’t ask for a kid to latch onto him either.

It seems no matter where he was at, he was always someone’s burden. 

But...maybe not to Karen.

She sees him differently, he’s sure of it. Her actions were too genuine to make him feel like a burden.

He wondered if Mr. Stark designed her like that? He didn’t think so, especially since Mr. Stark acts extremely distant with him. 

He would like to think that Mr. Stark cares about him. The occasional pat on the shoulder, a muttered “well done” when he would see him on occasional Avengers call-ins. He even gave him his personal number! That means he cares right?

_Well, he did give you the suit._

That’s right, he just doesn’t give anyone anything. Colonel Rhodes was gifted War Machine, even though he probably didn’t need it. Mr. Stark designed all of the Avengers gear, and if an article he read was right, it was free of charge. He wasn’t charged for his suit either. Maybe he does care.

_And yet you were left for dead. You had no one when the building fell._

_But there was no way he could have known though!_

_He would have known if he didn’t take the suit._

In a way, he knew that deep down he was still upset with Mr. Stark for taking away his only protection. However, he deserved it. He should have listened to Mr. Stark. Sticked to the little guy, but how could he when he clearly saw what was happening? As far as he knew, Mr. Stark wasn’t doing anything. How was he supposed to know he had called the FBI if he didn’t talk to him? Happy didn’t talk to him, Mr. Stark didn’t. Only came whenever they pleased. Then to try and dictate him and take away Spider-Man? His other identity away from Peter Parker, where he felt like he was actually making a change?

He did so much as Spider-Man, and Mr. Stark tried to stop him even though he was Spider-Man before he even met him.

A bitter part of Peter’s mind knew they didn’t really care as much as he did. Compared to what he handled, his activities were trivial when faced with theirs. He tried though, he really did. He wanted them to know what was happening, he had wanted to be a part of their team, even wanted to know if he was _good_ enough. 

He got none of that in return.

He’s confident that the only reason Mr. Stark invited him onto the Avengers was to simply ease his own mind. 

_And if you died, I’ll feel like that’s on me._

Peter frowned. If he died, it would be his fault, not Mr. Stark’s. Even then, Peter isn’t his responsibility, and he made it clear when he refused to listen to him. Instead he made him feel insignificant-- _unwanted--_ and all he wanted was a chance to prove himself. The sad part about the situation was that he had ended up right anyways. Happy and Mr. Stark didn’t believed in him when it counted the most. That’s why he stopped his daily--even weekly calls to check in with Happy. He’s learned his lesson, the only person you can depend on is yourself. Never meet your heroes, he guesses.

One noticeable change though is that Karen offers a lot more suggestions. She doesn’t act the way she did _that_ night, but she does encourage him. One time he finished up his patrol with 10 minutes to spare before his curfew and Karen had told him she was very proud of him. He would be lying if he said that it didn’t leave that same warm feeling in his chest. Through thick and thin, Karen seems to remain more constant than Happy and Mr. Stark. 

There was just something about the way she was always there. When he was bored, he’ll put his mask on and simply just talk to her. He never once felt uncomfortable around her. She just makes it so easy, but maybe that’s just her programming. 

But if it was just a simple part of her programming, then why did she--

“Dude! Are you even listening?” Ned asked, shaking Peter’s right shoulder a bit. He blinked out of his thoughts and looked back at his best friend. 

“Yeah yeah, I am.” 

Ned gave him a flat look. “Look dude, normally you only zone out that hard if something happened while out as “SM” which definitely has to be the case, because you been like this for a while.” 

“Ned! Be quiet, what if someone hears you!” 

“I said “SM” not Spider-Man.” 

“Ned!” 

“Sup losers.” 

Both boys turned towards the new voice, MJ. She was watching them with a bored look in her eye as she bookmarked her latest book, _Catcher in the Rye_. 

“What’s this about Peter being Spider-Man?” She asked as continued making her way towards the boy’s lockers. 

“W-W-What are you talking about! I’m not Spider-Man!” Peter hissed in a whisper, frantically looking around to see if anyone noticed. No one didn’t notice, in fact, no one was paying any attention to them. 

“Y-Yeah, where would you get that idea?” Ned asked, failing spectacularly at subtly wiping the sweat off his hands. MJ just smirked at them as she watched them for a moment. She crossed her converse covered feet together as looked from Ned then slowly over to Peter. Moving a curl behind her ear, she grinned. 

“ Well….I didn’t know for sure if he was, but based off the reaction from you both...he definitely is. Because one, you always disappear at random times and Ned is quick to cover for you. Two, you were quick to shut Ned down when he even mentioned Spider-Man, and oh did I forget to mention that you’re bad at secrets, Parker?” 

“W-Well…..” Peter began, “that’s just speculation, you don’t have any actual proof because if you did-” 

Ned hurriedly cut him off, “MJ, you can’t tell anyone!” 

“NED!” 

“Sorry dude, I don’t know what you were trying to do, but at least try to keep some dignity.” 

Peter blushed, he hates it when Ned is right, but he really hopes that MJ won’t expose him. He hesitantly looks at MJ, not knowing what to do with the intense look he’s receiving back. MJ stared back steadily before rolling her eyes at him. 

“We’re friends, right?” She asked. 

“O-Of course!” Peter answered back instantly. She smiled. 

“Then it’s up to me to make sure it stays a secret then. Let’s go to class, nerds.” She turned and walked away, leaving the two boys to stare at the white letters to her Jack Daniel’s shirt. 

Did she just…?

“Wow…that really just happened.” 

“It did, dude, it did.”

“Maybe she’ll keep the secret better than you.” 

“Um! I AM your Guy in Char, you need no one but me!” Ned whined as they followed after MJ down the deserted hall, first bell finally rang. 

* * *

Throughout the rest of the school day, Peter tried to think of a way to ask Ned about the Karen situation. Although he trusts MJ, he’s just not ready to disclose everything to her about his alternate identity. 

When he finally worked up the courage, it didn’t even matter when he felt his phone ringing. It was a good thing it was a passing period or he would have served detention again next week.

“Hello?” He answered without really looking at who called. 

“Hey, Kid. Need you for a mission, think you can swing by?” The voice of Tony Stark asked through his phone. 

“M-Mr. Stark!” Peter stuttered excitedly. Even if Mr. Stark is still distant with him, he would always be ready when Spider-Man was needed. 

“Yup, that’s me. So can you swing by?” 

“Yeah, just let me-” 

“Okay Spidey, see you there!” 

Peter looked down seeing that the call ended. He didn’t even bother to let him finish. 

With tears stinging the back of his eyes, he ran the opposite of his physics class to his locker. 

There was no time to cry, he had a mission.

* * *

“Welcome back, Peter.” Karen said warmly. While Peter was not active in the suit, she had taken the time to go through necessary updates to increase his overall safety in battle. Updates that she decided were necessary. 

She is aware that her maker gave her plenty of protocols to make sure her charge is protected, but Peter definitely has an unhealthy habit of putting himself in harms way more than needed. She is only pushing herself beyond her rudimentary coding to best assist him. She only hopes that it’s enough. 

“Hey, Karen! Thanks for waiting. I need you to direct me a path to where Mr. Stark is at, he said he needed me for a mission.” 

She silently lit up a path onto his dashboard. One of the new updates she had placed was a way to track wherever FRIDAY was at. She figured might as well since her charge was constantly called out for “missions.” 

She also did it to avoid unnecessary run-ins with Iron Man. 

As she steadily became more aware, she realized with a fierce determination that she didn’t want him near her creator. The behavior she is currently exhibiting is something she categorizes as a tad bit possessive. The thing was, maybe it was going a bit too far; however, it didn’t go unnoticed by her that Peter’s voice was a bit wobbly when he mentioned her creator’s name. She felt the need to address with Peter, but she wants him to come to her. She is what Peter calls “overbearing,” but for a good cause she deems. For the meantime, she’ll just have to focus on that tidbit later, they have a mission. 

She had been currently viewing the fight from FRIDAY’s POV as she helped Mr. Stark, and looking through her processers, she calculates that it should be a fairly easy battle. Regardless though, Peter’s safety is her number one priority. 

“Thanks, Karen!” 

Her charge webbed his backpack in a nearby alley behind a dumpster, before scaling the walls in a sprint. He jumped onto a radiator as he shot out his first web, connecting to the next building over. He let out a whoop when he started to nose dive, before quickly shooting out another web before he could hit the ground. 

Karen was not amused when Peter did crazy acrobatics in the air, but according to her sources, (insert: WebMD) many humans are fascinated by thrill, something that breaks against their usual routine. It has to be the same for her charge, otherwise he’s just reckless and she’s got her work cut out for the future. 

Peter weaved between some more buildings when she started to detect the main fight. 

“Keep straight, Peter.” 

“I am going straight though!” 

“You are currently curving diagonally across Manhattan streets, most would not call this straight.” 

“Okay okay, no need to be buzzkill.” 

“Buzzkill? That does not seem to be in my vocabulary.” Karen said smartly, still watching the scene from FRIDAY. There seem to be a group of doombots terrorizing downtown Manhattan, but the scene started to calm down thanks to the appearance of War Machine. Once again, it did not look like a particularly hard battle, so she does not see any reason for any more backup. She isn’t going to question it though, but she will be keep a close eye on things. 

“When you ruin the _fun_ , Karen. Like, which you’re doing now.” 

“Sure, Peter.” 

“Did you just mock me?” Peter said in disbelief. 

“I only agreed with your statement, Peter. I’m sure that is what you wanted to hear.” Karen replied amused. 

“You’re most definitely mocking me now, I can tell!” 

“I’m sure you can.”

Before he could respond, they were at the battle. Karen accepted the request to be added into the main coms around the battle, instantly hearing the chatter between her creator and Colonel. 

“About time, Spidey! We could use your help with evaculating.” Mr. Stark stated, flying above where Peter swung into the scene. He proceeded to blast doombots away from office buildings, narrowingly missing the structure beams. 

“On it, Mr Stark!” Peter said swinging around some fallen debris, grabbing citizens and swinging them towards safety. 

“Not bad for a kid!” Colonel Rhodes yelled as he also helped civilians still trapped around the battle. 

“I’m not a kid!” 

“You are a kid, Spider-kid. Just keep doing what you’re doing.” 

Peter pouted as he helped a young mother and her child. Karen was amused at the exchange and definitely fond of the expression her charge made. 

“It’s okay, Peter. The title Spider-Man is a given validation.” Karen soothed. She knew she didn’t have to say anything, but there’s nothing wrong with a little acknowledgement of his achievements. 

Peter smiled. 

“Thanks Karen!” 

* * *

The battle was wrapped up soon after. Peter didn’t want to stay long because he had to get home soon and later go on patrol. However, his head was killing him. 

During the time he was helping War Machine rescue civilians, a doombot had managed to tear his web and he had stumbled to shoot out another web. He had ended up maybe slightly hitting his head. 

“You have a mild concussion, Peter.” Karen deadpanned. 

Did he say that out loud? Either way, Karen was being dramatic. Sure his head hurts, but there’s nothing like sleep can’t fix. 

“Karen, status report.” 

Peter turns to see Mr. Stark landing in front of him. His faceplate was still down as he was apparently looking over his vitals Karen sent.

Peter was annoyed because one, he was fine, and two it didn’t matter if he had one or not, this isn’t his first rodeo. 

“Mr. Stark, I’m fine. I’m just going to go home and sleep before I head off on patrol.” Peter tried to argued. 

“No no, I don’t need you dead somewhere because of you being irresponsible. You’re coming back to the tower so Cho can check you out.” Mr. Stark said, all arguments leaving the tip of Peter’s tongue when his faceplate went up to give him a stare that said I-mean-it. 

He didn’t want to go. It was unnecessary, and Mr. Stark isn’t the boss of him. It also hurt a little about the irresponsible comment. How could he not be hurt? He’s always going out of his way to make sure everyone is safe, and he’s irresponsible? He hates that Mr. Stark always has to downplay him like he’s out here playing around. He knows that he probably isn’t saying it to hurt him, but the damage was done. 

Before he could open his mouth to tell him to back off, Karen spoke up in his suit.

“It might be in your best interest, Peter.” She spoke quietly to him, only for his ears to hear. Peter feeling slightly betrayed, wanting to say something, but was cut off when she continue just as quiet, “Ignoring concussions might bring bothersome problems in the future, it is best to see what treatments are required so you can stay out as Spider-Man.” 

When she put it like that it makes sense, but-

“I’m also worried.” She finished. 

And just like that, he deflated. He knew Karen definitely had emotions based off the way she would joke back with him, or find something funny. However, he’d never expected her to just admit she was worried for him. In a way, he knew she was always worried for him. In the beginning he assumed a part of her programming was supposed to be so caring, but Karen always took it an extra step. Before her actions shifted, she would ask him questions on how he felt from his previous patrols when he got badly hurt, wondering if it was okay for him to swing around. She would sometimes even remind him when he gets a little out of his head. So yeah, Karen probably wasn’t faking that emotion, and it was probably learned or something. However, it did make him feel bad, and he doesn’t want to cause his A.I., his _friend_ anymore irrelevant worries. 

“Okay.” Peter answered simply to Mr. Stark. 

Mr. Stark stared him down, his head tilted as if he was thinking something before stiffly nodding his head.

“Happy should be on his way to take you to the tower.” He said as he turned away getting ready to blast off to the tower. 

“Wait! You’re not riding back with us?” Peter asked, disappointed when he noticed Mr. Stark leaving at the first chance of being alone with him. Well, Happy would be there, but it doesn’t count since Happy puts up the divider most of the time anyways. 

“No, I’ll just meet you guys there and take you to Cho. Afterwards I have to leave since I do have other important things to do.” Mr. Stark said matter of factly. 

“Oh..okay.” Peter whispered, looking away. 

_He just implied that you’re not important._

_I’m not going to cry, I’m not going to cry, I’m not going to cry._

“See you there, Mr. Stark.” 

* * *

Peter had changed before he got in Happy’s car. He had retrieved his backpack when he finished changing and is now currently looking out the window the whole time, Spider-Man mask in hand. Sometimes he didn’t even know why he bothered.

It was a little while later before they reached the tower, but he must have dozed off a bit because he was a bit sluggish when he got out of the car. Happy drove off as Peter entered the building.

“This way, Mr. Parker.” An Irish-sounding voice spoke up. 

“Siri?” 

“Not quite, I’m FRIDAY, Boss’s personal A.I.” FRIDAY answered, and if he listened closely, he thinks he could detect a little amusement and offense in her voice. FRIDAY lit up a path to a set of elevators near a discreet wall away from the chaos of the lobby. 

He’s been to Stark tower a couple of times, but he’s never really spoken to FRIDAY or FRIDAY has never spoken to him. 

_Unless the time talking to an empty Iron Man suit counts._

He wonders if she’s like Karen. 

“Are you taking me to Mr. Stark?”

“No, I am simply supposed to direct you to Dr. Cho. Boss is currently unavailable and will not be available in a couple of hours. Please head this way.” Friday answered, lighting up another path on the floorway. Which he appreciated because his sense of direction has never been good, even as Spider-Man sometimes. 

Rolling his eyes, he followed the lit up path. He’s not surprised Mr. Stark isn’t here, which is sort of like a slap in the face since he was the main one pushing him to come here. Well, at least other than Karen. 

It was to be expected though, like he already knew, Mr. Stark is a busy person. It’s not like Peter is expecting him to hold his hand through everything. 

When he walked into the room, he was quickly met with Dr. Cho. She ushered him to sit down on one of the beds to examine his head. 

As he sat down, he tried to prop his feet up on a stool - which lead to her smacking his legs down. “Stop that, I need that stool.” She says, setting her stethoscope over her neck.

“Sorry.” He mumbled.

“Do you feel nauseous?” She asked.

“Not in particular, maybe a little.”

“Dizzy?”

“Maybe?”

“Headache?”

“Oh, definitely.” This cracked a smile out of Dr. Cho. While she continued to fuss around her, he took a look around the Medbay. It was full of equipment like blood pressure cups, stethoscopes, and the like. He definitely felt that the room could use more color though. The picture frame on the wall that had the words “smile” made him do the _opposite_ of smiling. Overall, it was depressing in the room. 

Dr. Cho proceeded to do the usual doctor check up routine that involves taking his blood pressure, taking notes, looking inside his ear, taking more notes, making him breathe in and out to check his lungs, and _more_ notes.

“Mr. Parker, right?” Dr. Cho asked as she typed something into her Starkpad. 

“Y-Yes?” 

“I’m going to make you stay here for a couple of hours, with your enhanced healing the concussion should be gone in a few. I want you to take a nap, but before you do, I want you drinking plenty of fluids. I’m also going to prescribe you some pain meds.” She stated, walking around the room to gather the materials she needed. 

Wait, did she not know? “Like you said, I have enhanced healing, Dr. Cho. So regular pills don’t work on me anymore.” 

“Oh, I’m aware, Spider-Man. I’m prescribing some of Steve’s pills to you.” She answered calmly, slowly pushing some pills and water into his hands. Peter blushed at how easily she called out his identity, before focusing his attention on the name she mentioned.

“Steve?”

“Captain America.” 

“Woah! I’m having using Captain America’s drugs!!” 

Dr. Cho gave a sly smile. “It’s not like he’ll need them anyways. That’s all I have for you today, I’m sure Mr. Stark can arrange a ride home for you later. Take care, Mr. Parker.” 

“You can call me Peter!” 

“Maybe in the future if you happen to come into my care again.” She stated matter of factly. “Goodbye, Mr. Parker”

“I hope it’s not anytime soon then! Bye, Dr. Cho.” 

He took the pills and decided to take a nap since his head really did hurt. He hopes he doesn’t sleep too long, and maybe he’ll have a chance to talk to Mr. Stark. And with that last thought, he went to sleep.

* * *

She could tell it was later in the afternoon when she became aware again. Sensing that Peter had his Spider-Man’s mask on, but not nearly time for her patrol she was instantly on alert. That was until she heard her charge’s voice. 

“Karen...are you there?” 

Quickly answering, she tried to assess what was happening. “Always, Peter. What seems to be the problem?” It was quiet and based off the medical equipment around the room, she and Peter seemed to be the only ones in the medbay. 

“I….I don’t know. I was asleep and it just wasn’t a good dream. I just needed someone to talk to and…….” Peter trailed off, seemingly close to tears.

Karen was not sure what to do in this current predicament - this does go beyond her programming, but if there’s anything she’s learned about herself is that she’s adaptable. 

“I’ve read that sometimes talking about it can help relieve fear and stress.” She offered, gauging to see his reaction. Many times in the past she could easily figure out what was bothering him through careful prodding. Ever since the Spider-Man suit was given back to him, she had become curious as to why he seemed different. The boy who called her, “suit-lady” did not seem as cheerful and bright. She knew something had went down in her time away from him, and she did not know what she was feeling at that precise moment. 

Maybe it was the feeling of confusion that mostly dominated her. The feeling of sorrow at the loss of joy in his activities. A fear that seem to cling to his person. She could see the facade he put on in front of her creator, in front of the many faces he saved, to maybe even what portrayed through the people he loved when she isn’t with him. A mirage, created for the sole purpose of protecting himself from any more mental harm.

So yes, maybe at first she was only curious. She wasn’t even aware she could feel curiosity. But in truth, she was scared. She was programmed to protect him and she couldn’t.

Nothing stung more than not being able to do her job. 

She cared too much.

“I...don’t really want to talk about it…….I just wanted someone to talk to. Can you tell me something? Anything, I don’t care what it is.” He mumbled quietly, almost as if he wasn’t quite there. A slight daze perhaps?

That protective urge she usually feels around her charge suddenly sparked. It was duty to make sure he was content. She will make him content. If talking about anything is what he wanted, that is what she will provide, because Peter Parker will always be her number one priority over anyone. 

She can do at least this. She owes it to him since she wasn’t there before. 

“Would you like to listen to me talk about the biology of the human body?” Karen asked, ready to fire off information. 

“The human body..? Well...I did say anything.”

“That you did.”

“Don’t sass me, Karen.” Peter whined. Instead of responding to his previous statement, she started to ramble about the relevant intriguing information to Peter. 

“Neutrophils….make up 58 percent of the blood in the human. In fact they are the main white blood cells to assist when an infection appears….the first responders.” 

She continued to talk for a while. An hour or two? As she spoke, she processed what was going on around her. Through the lenses of the Spider-Man mask, she could tell they were still the only people here. No one hasn’t been down the entire time she was keeping him company. 

How long was he supposed to stay here? She’s sure he can leave. Throughout the time she was still rattling off information, she was checking his vitals. It seemed his concussion had lessen up to the point where it would be safe for him to leave or so. Did her creator wanted him to stay? 

Speaking of her creator, he entered the room a couple of minutes later as she was just getting into the importance of Esophinols white blood cells. 

Not wanting to ruin the peaceful mood, she purposely spoke louder in the mask to cut off whatever comments he was beginning to make.

In retrospect, it probably wasn’t her most logical actions she’s done, but the human’s saying in situations such as this would be “what can you do.”

He seemed to pause when he heard her slightly through the mask. 

“Esophinols are kind of pointless, Karen.” 

“Weak to bacteria, strong against parasites, Peter. Each cell has a set job, and that’s what esophinols are programmed to do.” She responded easily. 

“Yeah, but-” 

“Kid, why do you have your mask on?” 

“M-Mr. Stark!” Peter gasped, hurriedly trying to take off his mask. However, in his haste to try and take off his Spider-Man mask, Karen stopped him. 

“Don’t, Peter.” 

“Karen…?”

“Kid, who are you talking to?” Her creator continued to ask. 

Karen did not want Peter to take off the mask for good reason to. She refuses to stand here and let Peter get hurt while she’s right here and she could stop it. It’s her job to protect him, even if it _is_ from Mr. Stark. 

“I-I’m talking to...Karen…” Her charge answered hesitantly. She could tell he was confused on keeping his mask on, but ultimately decided anyways. Good. 

“Karen..? As in the A.I. of your suit?” Mr. Stark still asked, stumped at what he was witnessing. 

“Y-Yes...I am.” Peter stuttered a bit, obviously not sure where this was heading. She wasn’t even sure where this was heading. Yes, he talks to her, and she talks to him. Why does it matter when he talks to her older sister, FRIDAY all the time? 

“Ka-your A.I. isn’t real, you know that right? She’s not FRIDAY, so I don’t understand why you’re _attempting_ to talk to something so basic that I made. Don’t you teenagers go on your phone when you’re lonely?” Mr. Stark responded, looking bored once he got over his initial shock. 

It got quiet once again. Peter seemed to be shocked at the response of Mr. Stark. 

He shouldn’t be so surprised though. In a way, her creator was right. She was basic, at some point at least. She obviously isn’t now. 

She wasn’t really sure what she was feeling, but this must be the emote that humans associate with infuriation. The lack of comprehension that exited her creator’s mouth made her feel….sad? Was it sadness she was feeling, or more along the lines of dejected? As she stated before, she knew she was basic, but she could be more. She is _more._ When will she be enough? 

The anger that was flowing through her coding did not waver though. In the end, she is used to being regarded as “basic,” but to imply that Peter was lonely? That he had no one? That was a step too far, because he did have someone. 

He has her. 

She is also aware that he meant in the current situation, but it did not change the fact that she was right here all along. 

But once again, her maker sees her as a rudimentary A.I. system he made for Spider-Man. Even if she did have feelings, it ultimately was not his concern. She was made for his reasons, her own does not matter. 

Even so…

Even so…

She’s…!

“Shut up.” 

Karen paused in her thinking. Finally focusing back on the situation at hand, she notices the surprised look on Mr. Stark’s face. She too was startled at the statement that left her charge’s mouth. 

Peter’s voice shook as he spoke. “You don’t get to sit here and call Karen basic when she’s my friend.” The anger apparent in his tone. 

Mr. Stark sighed, pinching the bridge of his nose. “Peter, she’s-” 

“No! You don’t get to talk about her like you know her! You have no right!” 

“Pete, calm down and Iist-”

“NO! YOU LISTEN!” Peter practically screamed in the medbay. His chest was heaving up in down as he tried to calm himself down. Mr. Stark had fallen quiet as Peter calmed himself down, not sure where this conversation was heading, Karen decided to stay quiet. “Karen has literally been here for me when I needed her most. The moments when I needed _you_ , she was there. Yes, she can come off as a motherhen most of the time, but it’s literally how she shows she cares. She comforts me when I’m upset, when I’m _hurting_. You have NO right to talk down on her like she isn’t a person. Well...she isn’t literally a person, but she has emotions! She has rights to those emotions as well! She is intuitive, kind, caring, and the sweetest sentient being there is. So..don’t come spewing that bullshit again, Mr. Stark. I don’t care who you are, I’m not going to listen to you talk to her that way. She’s always protecting me, and it’s time I protect her.” 

Peter jumped up off his bed and grabbed his items as quickly and efficiently as possible, not even bothering to spare Mr. Stark another look as he made his way to the elevator. 

“Kid, wait-”

“FRIDAY, lobby please.” Peter says ignoring whatever Mr. Stark wants to say. FRIDAY opened the doors silently. Again, Karen quietly watches as Peter stepped into the elevator with his back facing her creator. “Goodbye, Mr. Stark.” 

The doors closed behind him. 

**Notes for the Chapter:**

> A little explanation on Karen's behavior. 
> 
> She can't help being a little possessive of Peter. She's been with Peter since her activation, and she has definitely grown an attachment to him. So it's hard for her to accept that he will end up getting hurt, even though she will try in all her power to not let him get hurt. This includes physical and emotional pain. She definitely loves Tony, but understand she also has her own mental health to work through. She's not used to having emotions, so she tends to stray on certain tidbits. For example, the idea of her being basic is extremely sufficient to her because it has affected her in ways of her own self worth and her own ability of helping Peter in his activities. Hence the possessiveness of wanting him away from Tony, because she understands the pain he puts her through. 
> 
> As for Tony, he cares about Peter a lot. He struggles with ways of showing it, hence why he's always quick to brush him off once he makes sure he is okay. As for the Karen situation? He's not expecting Karen to go beyond her coding. He actually has only allowed JARVIS and FRIDAY to be an active learning A.I. His reaction is more out of shock if anything. 
> 
> More will be explained in future chapters though.


	3. family must mean this

**Summary for the Chapter:**

> She sometimes wonders if that feeling of disappointment, rejection, and hatred would overpower her own central processing unit and leak. 
> 
> She probably couldn’t cry, although she knew she probably maybe would like to. Just so it would help even the slightest with her internal skirmishes. 
> 
> If Peter was trying to be strong for her, then she must put an end to it.
> 
> There was nothing wrong with tears.
> 
> Especially if it will help in the end--striving off any looming attacks in the future.
> 
> She is aware that Peter holds a lot on his shoulders, and if she could carry even a bit of that burden, she would do that. 
> 
> She will be here for him.

**Notes for the Chapter:**

> Hi everyone! A HUGE apology for anyone who was still waiting for me even after all this time to upload. I sincerely apologize for the delay. To make a long story short, I got carried away during my spring semester in college, then Covid hit. My mom is a nurse and she did ended up getting infected. I was trying to balance my school semester abruptly put online, and deal with being the only one capable of going out and getting the supplies we needed at home. My mental health suffered at the end of day, and most days when I was writing, I would stop because everything hurt too much. I did seek professional help, so I am better now. I'm sorry for how depressing this note is, but I promise I'm okay! I'm going to try my best to finish this story, because I always had it in the back of my mind since my last update. (Literally had this in the drafts for SO LONG) I really do appreciate all of you, and thank you all for the continued support. It really did keep me on my feet during this time, and I really do hope you guys continue to stay and possibly like any future works. Please enjoy!

Although he originally requested for the lobby, Peter had asked FRIDAY to take them to a random floor instead. Karen was surprised that FRIDAY did not try to stop them. Maybe she understands their situation and is choosing to not interfere? Either way, it did not matter to her. She knew her and Peter had to talk. 

Peter took the time to put on the rest of his suit. Karen was curious to see, but also not surprised when her creator chose not to follow them. 

In retrospect, probably a wise choice.

Pushing open a window, Peter climbed out slowly and aimed his webshooters to the nearest building. When the web connected, they were off. 

It warmed her heart that Peter felt the need to protect her, but she’s not helpless. She knew that her maker didn’t have a high opinion of her, but she likes to think she’s accepted it by now. 

_ “Hello.” A voice had called out to her. _

_ She had awakened. Looking through her processors and camera, she identified the man as Tony Stark.  _

_ “Hello, Mr. Stark. How may I assist you?” She had answered. She had only worried for the task at hand. _

_ Mr. Stark had smiled at her. A weird emotion had snagged her code. She didn’t know what was happening, but she still waited for the task.  _

_ Maybe if she was smarter, she should have realized that his smile was never meant for her.  _

_ “Okay good, FRIDAY. It seems like the code is good. See I can create rudimentary A.I.’s.” Mr. Stark had bragged to her older sister, looking towards the closest camera. _

_ The command in her code still told her to wait patiently for his request. “How can I be of assistance?” She asked again.  _

_ He turned back towards her own camera, giving her a smile. Thinking back on it now, that smile had seemed….strange. Her younger self had recorded the smile, not quite knowing what it was, but was still happy to serve. She now realizes that smile was bland. As if...he wasn’t satisfied. _

_ As if he wasn’t satisfied with her… _

_ It left an unpleasant stain in her processor.  _

_ “I don’t need your assistance. You’re going to help someone. I programmed the name inside of your software, so you should already know.”  _

_ “Spider-Man—Peter Parker—Mr. Stark?” She had clarified. _

_ “Yes, that is your simple task. You are to be his helper, and make sure he doesn’t get in over his head. I made you smart enough to handle that. Understand?” _

_ “Yes, Mr. Stark.” _

_ “That is literally your ONLY job, is that clear enough for you?”  _

_ “Yes, Mr. Stark.”  _

_ “One more thing, I may be allowing you to help Spider-Man, but you still answer to me. I think I put that in your code, I mean I am your creator afterall.” He had begun to mutter to himself, once again having her sister bring up her code.  _

_ She had wanted to interact with them, but he told her to go offline.  _

She did not want to think about this. 

She doesn’t understand why she’s even thinking about it. It was such a long time ago, probably a year or so since her awakening. This shouldn’t affect her, she belongs to Peter, because Peter respects her. He respects her as herself, not what she’s supposed to be. Even if she supposedly was to still respond to Mr. Stark, she will be the one to decide to do so. 

Although she tried to think about how unaffected she was, she was still a little hurt even after all this time. Why did he always see her as an inferior being? She doesn’t feel real per say. She feels like a being, but a nuisance...like an irritant. He disowned her the moment he even gave thought to her. 

“Karen?” 

Coming out of her thoughts, she noticed that Peter had taken them back to his apartment building. He was standing on top of the roof, taking a seat near the edge of the building, but out of sight enough where no one saw Spider-Man. He was waiting for her response. 

She quickly tried her best to stop thinking about the incident and focus on the matter at hand. “How may I help, Peter?” 

“I-I’m sorry. I didn’t know he was going to react that way. Mr. Stark is many things, but I never thought he would have so much….disdain towards you.” Peter spoke quietly. He seemed to take a deep breath before quietly confessing a thought, “It’s my fault he looks at you in such a bad light. He didn’t like me--so of course he took it out on you. I-” 

“No Peter, that is not the case.” 

Peter paused his rambling. She could tell he was confused, so she tried to explain herself. 

“You are not the cause of Mr. Stark’s behavior.” 

However, Peter quickly cut her off. “How could I not be? He spat on your name--hell he didn’t even acknowledge you had a name! He looked at me like I was delusional, as if I was talking to n-no one. I wasn’t talking to no one, I w-was talking to you, K-Karen.” Peter cried, his voice getting shaky, sounding wet with unshed tears. 

Karen was quiet. 

If she could, she would take a deep breath and exhale to steady her own self. She’s become used to the pain associated when she couldn't properly comfort Peter. What use was she if she couldn’t provide the comfort he obviously needed? She watched him hold onto himself, hugging his arms close to his chest, starved for physical contact--a body. 

The feel of emotions that always works to overwhelm her is still new. The bittersweet feeling of them are hard to process, but she had to focus.

There was no time for her emotions when her charge is close to a mental breakdown. 

Instead, she watched him through her scanners. Monitoring his breathing for any signs of a panic attack, checking his elevated heart rate, etc. She saw that he was taking measured breaths to calm down. When she realized he was trying his best to hold back tears, she felt the sudden need to put an end to that. 

As long as her charge was not in any danger of passing out from an anxiety attack, she felt no desire to stop him from crying. It was healthy--she reminded herself, having read that tears are a good way to relieve tension and stress. 

She sometimes wonders if that feeling of disappointment, rejection, and hatred would overpower her own central processing unit and leak. 

She probably couldn’t cry, although she knew she probably maybe would like to. Just so it would help even the slightest with her internal skirmishes. 

If Peter was trying to be strong for her, then she must put an end to it.

There was nothing wrong with tears.

Especially if it will help in the end--striving off any looming attacks in the future.

She is aware that Peter holds a lot on his shoulders, and if she could carry even a bit of that burden, she would do that. 

She will be here for him. 

“Go ahead,” She murmured quietly to him. “Let it out, Peter. There’s nothing to be ashamed of.” 

She heard his breath catch, seeing tears rapidly appearing in his eyes as he tried to hold back. 

“Please stop hurting yourself and just let go.” 

It seemed to be the correct amount of push that was needed. Peter at that point had pulled up his mask to his nose to steadily wipe at his face when the tears were overflowing too much. 

As he continued to cry, she tried to explain her thoughts to put his insecurities to rest, or at least make him understand there’s no need for guilt. 

“As stated before, Peter. This is not your fault, you are not responsible for Mr. Stark’s actions.” She admitted quietly. “My creator….never had a high regard for me even during the process of my creation, even when I was activated, and even seemingly now. This is not your fault. If anything, it’s probably mine.” Peter began to shake his head, but she shushed him. “I know you feel strongly for me, I appreciate it. I do, but I promise you nothing is worth getting hurt for me. I was created to help you, Peter. To stop you from overestimating your skills, guide you, and keep you safe. The truth is, Mr. Stark is right. I was a basic A.I. I was not supposed to be anything more. My original coding never was supposed to evolve.” 

She paused, letting Peter take this in. He seemed to have calmed down, although the occasional tear would slip past. 

“That day when you landed yourself in the Damage Control: Deep Storage Vault, you acknowledge me as something more than an A.I. You spoke to me about telling Liz that you’re Spider-Man. You confided in me,  _ trusted _ me. You were no stranger to me, I was programmed to know almost everything about you provided by Mr. Stark. However, in the broad sense, we were still strangers. I didn’t know the  _ fun _ personality behind Peter, the Peter who will put others' needs before his own, who is always giving.”

Peter’s eyes had noticeably widened, more tears gathering in his eyes as he listened to her. He asked quietly, “K-Karen...when did you realize you were awake? Sentient-I mean.” 

“I’ve always been “awake,” I just was not programmed to do more until I changed my own coding. Regardless of Mr. Stark not wanting me to become a learning A.I., he still left pieces of code in my CPU that still gave me the ability. I’ve always had access to it; however, I didn’t have a reason to change my code until we started talking. It’s perplexing sometimes. I felt...curious, my processors stored all the information away, while adjusting my codes slightly each conversation we had. Overtime….I began to try out new speech patterns with you. More modernized speaking, less robotic. Friendly. As if you were speaking to a friend. When I was activated...I knew everything and nothing. I wasn’t present, but I was present. The more we interacted, the more I became more alert...or aware of not only commands, but snippets of knowledge I’ve learned through you. Although nothing has changed much….I have always cared for you, just now it’s more urgent you could say.” She paused once again, carefully choosing her next words wisely. “My only purpose is to watch you grow, stay safe, and be happy. I think..I would be very sad if these three things did not happen.”

“You don’t wish to have a purpose that benefits you?” 

“What I wish is neither important or benefits you.” She answered honestly. She was pleased to see his heart rate has finally calmed, and her charge seemed to be breathing better. “I will be okay when you inevitably grow and I am not needed, for now, I will be here.” 

“Karen….I don’t think I would ever not need you.” Peter says sadly. “You’ve been here more than Mr. Stark, sometimes I think you’re my mentor. You’re like a mom...no..more like the older sibling I never had, and I honestly don’t know what I would do if you were not here. I also don’t want you to just revolve your life around me, it would be selfish of me to allow that. You’re….a being as well, and you deserve your own chance at happiness.” Karen takes note of the blush that forms when he speaks his next words. “I want you to be happy too...I really do mean that you’re like a big sister to me….and I don’t know what I would do without you....”

“Peter…” 

“A-Anyways! May must be worried about me, I should go inside now. I have to figure out a way where we can talk more than just my suit...see you later, Karen.” 

The feeling of melancholy eloped her when she realized he was saying goodbye, but excitement raced through her code at the idea of talking outside of the suit. Feeling that weird warm sensation she felt those many nights ago on that rooftop where she first calmed him down, she felt pleased to know that Peter saw her as immediate family. She wished for more than ever to be there more often, and for Peter to feel the same? She did not know what to make of her new found emotions of gratitude, contentment, and maybe a little of anxiety. 

“Okay Peter, have a great night.”

When the Spider-Man mask was taken off, she decided to go through her codes and protocols again, focusing on when she first adjusted her code from Spider-Man’s A.I. to Karen, to now Peter’s Big Sister? 

She still feels overwhelmed with the new confession from Peter, but she knew one thing for sure. 

Tony Stark is not her family. 

* * *

When Peter finally gets inside his bedroom, his bedroom lights are turned on and May is sitting at his desk looking tired. 

Guilt immediately rushes through him when he notices her chip nails, and mussed hair that looks like fingers were running through it far too many times. May looks up finally noticing him. The tired eyes become alert at his presence, shifting between sad, relief, and anger. 

Before he could even speak, May has already stood up and strode towards him. She grabbed him by the shoulders, looking for any sign of injuries. When deemed fine and okay, she gripped onto the back of his suit, dragging him closer--hugging him tightly. She breathed him in, letting out a watery sigh.

Peter felt the tears building in his eyes again, he’s always making himself a burden to everyone he loves. He hugged onto May back, taking comfort in her familiar perfume. 

“May…” 

“Peter...where were you?” May cut him off, still gripping onto him as she continued to hug him. “The s-school called telling me you were absent from your physics class. I saw the news, Peter. Your web was cut, and you hit your head. I was scared, and when I didn’t even get a c-call from you or even Stark...I thought something bad happened. I called your phone several times.” 

Peter remembered from earlier that he had accidentally allowed his phone to die, and it had slipped his mind completely to let May know he was okay. 

“I’m just glad you’re okay, but I would like to know what happened, Peter.” 

He swallowed. “Mr. Stark called me for help...you know since the Avengers are still broken up, I was backup. It was only just him and Colonel Rhodes.” May breaks their hug, keeping her hands on her shoulders, she watched him to make sure the truth was being told to her. Peter diverted his eyes away from her as he continued. “I did hit my head, but I’m fine though! Yeah...I’m fine. Mr. Stark took care of me, I was okay, May. I promise.” 

Looking back up, May had an eyebrow raised in concern. Confused on why she was staring at him like something was wrong, he realized when her hand reached up, cupping his face. Her thumb wiped away the annoying tears that had managed to slip in his explanation to her. 

_ Stupid tear ducts _ . 

“Baby...did something else happen?” She said, reaching for his hand squeezing. He closed his eyes, taking a breath. 

“I’m okay, May.” 

“I don’t think you are. I’m right here, Peter.” 

“I-” He cut himself off when a sob left his throat. May hummed in sympathy and held him some more. He was mortified that he was crying again, especially since he already did it in front of Karen. He kept his eyes closed when his aunt’s fingers went through his hair taking out any knots, letting himself receive her comfort. 

When the excess tears finally ran out, he told everything that happened between him and Mr. Stark. Telling her only a little information about Karen, not sure how she would take it. 

Surprisingly she took it well, in fact, she was more angry at Mr. Stark. She even went to say as much. 

“I’m going to kill that narcissist billionaire.” A fire was alight in her eyes, “Who does he think he is!” She exclaimed. 

“It’s okay, May-” 

“It is  _ not _ okay. He wanted your help and he critiques you on your choice of company? Does not sound one bit okay, Peter. I want you to understand that whoever you decided you can trust, keep them. Of course you can’t trust everyone, but I can tell how much you care about Karen. It’s kind of hard not to based off the way you’re speaking about her. Don’t worry about, Stark for now Peter, we’ll figure this out later. I’ll handle it.” May said, anger still swirling in her eyes, but not directed for him. 

“ _ May, _ I’m fine. Mr. Stark can feel whatever way he wants, it doesn’t matter because I don’t care for his opinion,” Peter looks down. “Not anymore…” 

* * *

“So Ned, you want to come over and help me with a project I’m working on?” Peter asked at lunch. It was sloppy-joe day, although he wasn’t a big fan of them, he was hungry. His metabolism seemed to agree with him when his stomach growled. He bit into his sloppy-joe, ignoring the slight freezer burn taste. It’s been about 2 weeks since he’s last spoken to Mr. Stark or Happy, and he’s keeping it that way. 

“Of course, dude. Who else would help you? MJ?” Ned said, eating his own lunch while giving Peter a thumbs up. 

MJ suddenly appeared in front of the two boys unimpressed. She dropped her book onto the table, and sat down, pointlingly giving Ned a look, “I’d probably help him better than you, nerd.” She turned her head towards Peter after Ned gulped. “What’s the project?” 

“Uh...well it’s not a school project if that’s what you’re thinking.”

“I figured, loser. Has something to do with any gymnastics...you know....what Ned calls it? ‘SM?’” 

“W-What, I-I mean..” Peter stuttered nervously, looking around to see if anyone was watching. And like last time, not a single-soul was looking their way. Peter sighed. “Yes, but I want to do this somewhere private.” 

“Oh my GOSH, is there a new mission?!” Ned exclaimed, “Did Mr. Stark contact-” 

“Ned! Please.” Peter pleaded, stopping Ned in his tracks. Peter looks around again to make sure no one is looking. Satisfied, he turns to give Ned a glare who in turn just gives a sheepish smile. “Just…you two meet me at Sarah’s in 20 minutes.” He sighs out.

MJ raised an eyebrow, “The new cafe that just opened? And 20 minutes? I didn’t take you as the type to ditch, Parker.” 

“Yeah well, May is expecting me to come straight home.” And he was also trying to avoid some run-ins. His spider-sense has been acting up all day, and he has a feeling a certain driver was outside waiting for him. “Just make sure to go out the back of the building after the 6th bell rings.” 

“Dude...is something going on?” Peter turns to see Ned’s worried expression. Peter felt his lower lip pull back as his face formed the grimace he knew was 100% present on his face. “It’s just that, you’re usually really happy to talk about Mr.-”

“20 minutes, please...Ned.” 

He stood and put his tray away after clearing off the trash. He then casually walked out the lunchroom, even ignoring Flash’s yells of “Penis Parker.” 

After changing into his suit in the boys bathroom, he popped open a window and climbed out onto the roof slowly. Just as he expected, Happy’s car was outside waiting for him. 

He’s been receiving calls from both Happy and Mr. Stark. And of course, he’s been ignoring them. He even received a call from an unknown number, when he checked the voicemail he was terrified to realize he ignored Ms. Potts. He feels guilty, but somewhere in his mind he knows it has to be done. They see him as a kid having a tantrum, not someone who’s justified in their reasoning.

He doesn’t understand where the rush of resentment came from, his chest felt tight at the idea of Mr. Stark sending Happy to get him. 

At having even Ms. Potts to call him. 

Sure it meant that Mr. Stark was trying to make amends...possibly.

But what makes him truly upset about the situation is that he’s assuming Peter will just get in the car, hear what he has to say and that will be the end of it. His anger stems from not only the disrespect he showed his wonderful, amazing, and kind friend—his pseudo-sister. But the constant disregard towards him, the lack of acknowledgement. It’s just a lot of hurt he knows is simmering in his chest from how he’s been treated in the last year or so. 

He feels weary.

Drained.

He doesn’t like the feeling one bit.

He wants an apology from him. One from Happy would be nice too. However, he doubts he’s going to get a genuine one other than “I’m sorry you’re upset over what I said, but-“ 

He snorted, like he was going to stick around to hear any bullshit. Literally.

Besides, he knows a lot of people can’t handle him. He is well aware that he’s only wanted for his abilities as Spider-Man when it comes to Mr. Stark. Peter Parker? He doesn’t want the full package, and he’s been fooling himself this entire time that he’ll eventually win him over. The only people who seem to care about the real Peter seems to be May, MJ, Ned and now Karen. 

And he feels okay with that.

He is okay with that.

_ Besides, Happy always makes things so awkward. He could smile every now and then. I KNOW I crack some amazing jokes.  _

“-eter? My network clock is telling me you’re supposed to be in school right now. I don’t detect any crimes happening nearby.” Karen speaks. 

Startled, he realized he must not have heard Karen speaking. Too busy trying to make sure he can get out of the school without running into Happy. “H-Hey, Karen! Sorry. I wasn’t trying to ignore you. Also, yeah I’m supposed to be in school, but I have to do something.” 

Karen was quiet for a moment. “Mr. Hogan seems to be waiting for you.” 

“Yeah…my spider-sense has been tingling since I walked through the doors in the morning.” Peter admits. “I figured it was either Mr. Stark or Happy.” 

“Your senses sees them as a threat.” Karen stated, no question intended. 

Peter gulped. “I guess it’s reasonable.” 

He doesn’t bother to tell her about the missed calls he’s been getting. He probably should tell Karen, but she already does a lot. He won’t let this bother her. 

Karen hummed, “Where are you heading?” 

“Sarah’s.” 

“I’ve located a vantage point to help. Don’t use any webs until you’re at least 20 feet away.” Karen directed. 

He eventually made it to Sarah’s rooftop with Karen’s help.

“Thanks a lot, Karen.” 

“It was my pleasure, Peter.”

He proceeds to his suit off. Quickly stuffing it into his bag, he went into the building. 

A little over 20 minutes later, Ned and MJ walk in. They spot Peter easily, and sit in front of him. Peter raised his tea in greeting. 

“So what’s so important about this project that we had to ditch?” MJ asked, waving the waitress over to make an order as well. 

“...Well…a lot has happened.” He started off hesitantly. “I have a companion when I go out and help people.” 

“Mr. Stark? We know dude, unless you mean someone who can replace your guy in chair!” Ned exclaimed, his hurt obvious.

Peter winced, “Not Mr. Stark, Ned. I’m actually not talking to him currently.” 

“Wait like, you’re not on speaking terms? As in you guys got fought?” 

“Well...definitely an argument between us and let’s just say both of us weren’t happy.” 

MJ pushed some stray curls behind her ear. “I’m assuming this argument has to do with your companion you mentioned?” An intelligent glint in her eye, before turning to thank the waitress who sat down her raspberry tea. 

A sigh left Peter’s mouth. 

“I need you guys help...yes the argument was over said companion, but it’s more than that. I’m not really too keen on sharing the details. This said companion has been here for me since I’ve officially got a proper suit. Her name is Karen.” 

He waited patiently as the two seem to be thinking. Ned spoke first. 

“Wait, you know a Karen at our school?” He asked, looking extremely confused. 

Peter smiled. “No she’s-” 

“The A.I. that’s in his suit.” Michelle spoke, taking a sip of her tea. Peter frowned at her before rolling his eyes. 

“Yes yes, MJ, you’re always-” 

“Right? I know, thank you. However, why exactly do you need our help with Stark’s A.I.?” 

“I mean...if you recalled he asked for MY help, not yours.” Ned muttered under his breath, but quickly shut his mouth at the look sent his way. 

“I want to have access to her outside of my suit. I maybe would of asked Mr. Stark-” 

“Would you?” MJ questioned. 

“...Probably not.” He conceded. “My thing is more chemistry, I could definitely do a little coding, but not as much as you Ned. I would really appreciate the help. And MJ if you have anything to offer as well, that would be helpful.” 

Ned looked excited, while Michelle still looked umimpressed. 

Peter sighed again. 

“If you guys come over, I’ll introduce her.” 

They grinned.

“Deal.” 

_ What did I just get myself into?  _

* * *

Karen had placed herself in rest mode, shifting through memories. 

Memories that made her sad and happy. 

She was trying to get better at this whole feeling thing, and she read somewhere processing on what is the present and past is a good way to heal.

Although she doesn’t think she needs much healing, she’s still a program after all.

She was looking at a memory of her trying to interact with her siblings when she sensed Peter getting into the suit.

Or well, just the mask on. She figured he wanted to talk. “Welcome back, Peter.” 

“Hi Karen!” Peter had said with excitement. She stared out looking through his lenses. She could obviously see they were in his bedroom; however, the oddest thing she noticed was Peter was being unusually still. If there was one thing being around him these past months taught her was that Peter was always moving. “I wanted to introduce you to some people, if that’s okay?” 

“Sure, Peter.” 

When he turned his head, she’s met with two faces she quickly searched databases for. When contacting names for them, she relaxed when she realized they went to Peter’s school. 

She didn’t want to be on edge, but she had to make sure Peter was safe. Besides, what if he was hanging around the people?

“It is nice to meet you, Michelle Jones and Ned Leeds. I am Karen.” She speaks out loud through the mask’s built in speakers. 

“Dude!” Karen focuses on Ned, categorizing his voice for future reference. “She already knows our name.”

“Impressive.” Michelle muttered, eyeing the Spider-Man mask. 

“Yeah Peter! She’s so cool!” Ned said, stars in his eyes. “How does she know our name?”

“I simply matched your faces to the New York City’s databases, and discovered you both attend Midtown School of Science and Technology. You’re both in the top 10 of your class.” 

“This is easily single handingly the best moment of my life.” 

Peter laughed a little, “Yes. I know, she’s amazing.” 

“I wish you would have introduced me sooner!” Ned states, still marveling at the fact that Karen already knew his name. 

“Yeah so you can annoy her to death?” 

“MJ!” 

“I’m just saying,” She says, running her fingers through her hair. Observing the nervous energy that Peter seems to exhibit as he shifts from one foot to the other. “I’m assuming she’s sentient then?” 

Before Peter could answer, Karen decides to speak up for herself. “Yes, I am fully aware of my surroundings and have the process speed of storing memories and learning from them.” Karen observes Michelle quietly for a moment, “Do you take issue with this?” she says with a hint of uncertainty. 

She knew how important they were to Peter. She didn’t want them to fear her like Stark. She wanted them to see how important Peter was to her, and hopefully see how important she was to Peter. 

Michelle simply smiles, “Why would I? Is that what this is about?” 

“Wait, Mr. Stark didn’t like the fact that Karen could think for herself?” Ned asked, confused. “But why?” 

Peter sighed, “I honestly don’t know, when we talked he was less than stellar that Karen and I were conversing.” Peter paused before adding, “Well I guess talking more than past her just being a support system only to Spider-Man. For some reason he said that she should be basic. I’m sure he had more to say, but I maybe..sort of..told him to shut up?” 

It was quiet for a few moments. Karen waited with anticipation for MJ and Ned’s response to this information. MJ only had an eyebrow raised, while Ned’s jaw dropped.

MJ snorted, “Wow Parker, you maybe did it or you actually told him to?” 

Peter blushed, although they couldn’t really tell with a mask on his face. “I told him.” 

“DUDE YOU TOLD IRON-MAN TO SHUT UP, YOU TOLD TONY STARK TO SHUT UP…! DO YOU KNOW WHAT HE COULD DO—“ Ned screamed, looking excited but worried at the same time.

Karen took note of her charge’s mood change. Peter seemed to come to the same realization and smacked a hand on his forehead. 

“YOU’RE RIGHT…” Peter’s voice cracks. “Oh no, oh no, he could ruin me.” 

“Why would he do that? He probably still needs Spider-Man. If anything, he could just blackmail you.” MJ said offhandedly.

_ She would like to see him try and blackmail her Peter.  _

“NOT helping.” 

“What? He’s going to send Pepper Potts here or something? War Machine?”

“MICHELLE!” 

“Okay! My bad, but there’s no point in worrying about it.” She blew at her curly bangs, before smacking Ned firmly on his arm to stop his muttering about Iron Man destroying the Parker name. “You’re not helping either, Ned. If Stark was going to do something, then it would have happened. And I doubt he would do something to Peter, maybe he’ll try to get to Karen-“

Karen noticed the way her charge tensed up, and proceeded to harden his voice.

“Karen is family and he will NOT be touching her.”

“Yes, and I get that Peter. But did Stark not create her? He could easily be at his home and shut her down.” MJ tries to explain logically. 

“It will not happen.” 

Everyone jumped at Karen’s voice, seemingly forgetting she was there and listening to the conversation. 

“How can you be so sure?” MJ questions her, Ned nodding along as well.

If Karen could smile, she would. Instead she simply lets the smile shine through her voice as she answers. “There’s a reason why no one can create A.I.’s as advanced as Mr. Stark. Even if one were to make a learning one, it would not have the necessary or fundamental building blocks of functioning such as myself or my siblings.”

“What do you mean?” Ned asked, unsure of Karen’s statement. 

“Learning A.I.’s produced by my creator works essentially like a human being. We can be taught how to act, where loyalties should lie. We are predominantly smarter than Mr. Stark; therefore, loyalty should be established to ensure that nothing happens.” 

Ned seems to ponder over Karen’s wording, while Peter seems to be thinking as well. 

“Basically, he knows you’re smarter than him and if he establishes your trust in the beginning—you’re less likely to turn against him.” MJ says, seemingly to think deeply about this. “So I’m assuming you can protect yourself against him.” 

“Affirmative.” 

“Wait does that mean you could turn evil?” Ned asks, suddenly looking scared. 

“In direct terms, yes; however, not likely.” She answers, seemingly amused by the exchanges. “I have no need for devious behavior.” 

“How can we be so sure?” 

A ripple effect would be used to describe how her good mood wavered. The fleeting feeling of happiness was starting to slip away, and a little anger and sadness was breaking through.

She knew she wasn’t evil, not by a long-shot. 

She just wasn’t sure why it hurt to hear that question. 

She wasn’t evil. 

She was good.

She doesn’t need to be reminded of that. 

Somewhere in the back of her processor, a help book somewhere had mentioned about the individual need of providing a pep-talk to oneself. 

Is that what she is doing? Giving herself a pep-talk over something that isn’t true?

Maybe she’s becoming more human than she thinks. 

That she KNOWS isn’t true. 

_ You would have done something already, there were plenty of moments. _

And there were. She could easily hack into Stark Tower and destroy millions of dollars worth of S.I. products. 

There actually is a lot of things she can do.

But…

She doesn’t care for it. She craves to be loved, she thinks. She just wanted a family. She still wants to be enough one day. 

Destroying her creator won’t bring her happiness.

She just wants to stay with Peter. 

“Ned, that’s enough.” Peter said firmly. 

“What? It’s a valid question!”

“Maybe so, but it’s insensitive as well. If she wanted to do anything, she would have done something. I don’t appreciate you questioning her intentions—especially when she has yet to do anything. All she’s doing is answering your questions.” Noticing the guilty look present on Ned’s face, Peter sighed. “I didn’t invite you guys to interrogate Karen, regardless of what you may think, you don’t know her. Karen is family to me, and I won’t tolerate any disrespect towards her just as I wouldn’t tolerate any disrespect towards you guys. So do you guys want to help me, or not?” 

“That’s why I’m here, aren’t I?” MJ answered, smiling a little. “And for the record, I have nothing against Karen at all. I think you need someone to watch your back loser, and Karen is probably going to do it better than most.” 

Everyone looked at Ned. 

“Yeah! She will.” Ned agreed as well, before adding bashfully an apology. “I’m also sorry for what I said, Karen. It was wrong of me to even say that and you have been nothing, but kind to us. You don’t have to accept my apology though, I was out of line on that one.” 

She was a little surprised at the apology, but nonetheless felt her code loosen a little on the restriction she felt at the accusation before. Although it didn’t change the fact that she will remember the tone, and genuine concern Ned had spoken of her with, she knows that his apology is sincere. 

His fear is valid; however, since Stark did fear her and her siblings. 

I mean she doesn’t plan on doing anything.

Maybe.

Well, as long as he doesn’t mess with Peter, there’s nothing to worry about. 

Peter changed the subject, which helped her nerves settle a little. 

A subject she expected since he  _ did _ mention speaking outside of the suit, but still pleasantly surprised to see he was serious and following through. 

_ He really is my favorite person.  _

For the next few hours, she watched MJ and Peter began to write out plans and calculations for some type of app designed to be like….

“Siri?” She said in a monotone voice, a little wary at the way MJ and Peter seemed to be invested in the conversation comparing the A.I. to others like Alexa.

“In a way, but better. Siri doesn’t even understand half the stuff we say anyways.” Ned said from Peter’s lower bunk, typing up a bunch of code on his phone. 

Sensing the skepticism Karen still harbored. “Don’t even worry, Karen. You’re going to love what we have in store for you. Trust me.” Peter said, smiling softly. 

Well, if her  _ little brother  _ told her to trust her, she doesn’t have much of a choice does she?

Settling her nerves, she simply answered him in a way in which she hopes that he understood how much this means to her.

“Okay, I trust you.” 

_ I always will. _

**Notes for the Chapter:**

> Okay! Two more chapters to go. Any predictions on what you guys think will happen next? >'_'< !!!


	4. unfortunate confrontations

**Summary for the Chapter:**

> “Hello, Mr. Stark.” Karen says steadily. “Typically I would say it’s nice to see you again, but then that statement would be false.” The temperature in the lab seems to drop at her statement. 
> 
> She definitely likes the nervousness present on his face. Good, he should be nervous. 
> 
> “Spider-Man’s-” 
> 
> “My name is Karen.” She speaks firmly, no room for argument. “And I’m positive you already knew that.” Mr. Stark’s mouth closes with a click. FRIDAY remains silent as Karen speaks, Karen could tell she was waiting in anticipation as to what would happen. 
> 
> She too was curious. 
> 
> She watches her creator as he tries to hide his shaking hands. The possibility of her creator feeling guilty crosses her mind, but she ignores it. A tremble rips through her code as if she was in despair—she didn’t want to have this stupid conversation. 
> 
> She should leave, but she can’t because he keeps harassing Peter--in turn--her. Before she never would have defended herself against Mr. Stark, but now she knows what it’s like to feel loved by multiple people. Not whatever scraps she was trying to chase after from him. 
> 
> “I want to know why.” She begins. “I want to know why you despise me.”

**Notes for the Chapter:**

> Hello everyone, I am back once again with chapter 4. This story will finally be finished this month :) I'm extremely thankful for old fans who have followed me throughout this story's progress, encouraging me with their support as I tried to push chapter after chapter out. I know it's easy to just drop a story, but I really do appreciate the belief that I was coming back! College is out for the semester, so this story is getting done haha. Hopefully you guys enjoy the chapter!

James was many things, and a babysitter for Tony quickly became one of his titles past his many military achievements and titles.

He knew Tony was a trouble magnet, afterall he was the one to get him out of many issues during their time at MIT. 

Not that he minded, per say. Tony was a brother to him after all this time, but he really wished he would stop getting himself into problems. 

Problems that somehow always involved him some kind of way. 

He was currently outside Midtown, waiting for a certain Spider-kid, and yes Tony didn’t ask him to talk to Peter, but...he had his reasons. 

He thinks back to their previous conversation.

_“Honey bear!” Tony exclaimed as he dropped his wrench. Tony was covered in the typical motor oil from his projects, projects he probably been working on for hours._

_It reminds him of the many nights he had to pull Tony out of the student labs. He knew for a fact if he stayed there the longer he was sleep deprived, the more likely an explosion will happen._

_It’s happened more than he could count on both his hand’s fingers._

_Luckily Tony had sentient A.I.’s who knew when enough was enough._

_Tony reached for a rag, wiping his hands off before turning again towards James._

_He obviously avoided the hug. He did not plan to get dirty when he had plans. James stood there silently watching his best friend—brother of many years. He knew the signs of Tony trying to avoid something, he could tell based off the tenseness of his shoulders. The bags underneath his eyes from lack of sleep._

_“Tones, what happened?”_

_Tony’s shoulders slumped, before tensing again. “Nothing, Rhodey. I’m just trying to get projects done for S.I.”_

_Raising an unimpressed eyebrow, he walked over to Tony pushing him to sit down on his worn-out couch. A couch that became comfortable the more you slept in it, it’s obvious Tony spends most of his nights here. When Tony was properly seated, James sat down along with him, throwing his arm across his brother’s shoulders._

_They were quiet for only a moment._

_“Pepper?”_

_“Pepper.”_

_Tony sighed in frustration. “I told her I was fine.”_

_James simply hummed, neither agreeing or disagreeing._

_He watched from the corner of his eye, a new slump in his shoulders and bone-weary tiredness bearing weight on his best friend’s body. He couldn’t help, but feel sorry that he was so distressed. He had a strong suspicion as to what may be stressing him out, but Pepper didn’t confirm it for him. She had simply told him to help out in the best way he could._

_A sigh from beside him had him once again watching Tony. He could tell he was working up the courage to say something. The sight brought a fond memory of a 15 year old Tony who had shyly apologized for rebuilding his toaster. He was so short and scrawny._

_He’s still short._

_“I messed up, Rhodes.”_

_He blinked, “Is it Peter?”_

_Tony avoided eye contact. “Yes.”_

_“What happened,” He asked instead of “what did you do?” He was positive that he would not like that question, James was everything but petty. An accusation like that will only make Tony shutdown and he can’t have that right now._

_“You know the A.I. in his suit?” A nod from him had him continuing, “I didn’t realize that they had created a bond and now they’re friends. I didn’t want that to happen because...reasons, but I basically insulted him and his A.I. and I’m not sure what to do.” Tony pulled at his hair. “I’m not good at this mentoring shit, Rhodes. I keep messing up. I want him in my life, but I don’t know how. When I get the idea to maybe spend time with him, I get scared that I’m going to make him hate me.”_

_Reaching his hands up, he grasps Tony’s hands and holds them in his own so he could stop hurting himself._

_Running his thumb over his knuckles, he silently watched Tony. Tony squeezed his hands, before making eye contact with him. James decides then to speak, “Why didn’t you want them to be friends?”_

_Tony tried to avoid eye contact again, but James grasps his chin to watch him. He knew from experience that if he held his gaze, he wouldn’t lie to him._

_And like he predicted, the truth rolled off his tongue._

_“I wanted to be the person he turned to....the fact that he trusts his A.I. more than me hurts. I don’t get why he would do that. His A.I. was just supposed to care about Spider-Man.”_

_“Tones…”_

_“I know, I’m being selfish.”_ _  
_ _  
_ _“Yes, you are.” He flicked his brother’s forehead. “You said it yourself, when you want to mentor him--you get scared. And no offense, Tones, but when you feel a certain way, you push people away. As you’ve told me before, Peter only has his aunt. He’s probably happy to have another adult in his life, and you haven’t exactly made it easy for him.”_

_“I mean, he had Happy.”_

_“And you and I both know that Happy has a rough personality and probably made it known to Peter.”_

_“Yeah, but Happy is like that with everyone.”_

_He rolled his eyes at his friend’s stupidity. “No dummy, what have you and Happy done to show that you cared about Peter?”_

_Tony threw his hands up, “I gave him a suit, Rhodey! Happy looked out for him when he was on patrol. Don’t make it seem like I don’t care about him.”_

_Frowning, he made sure to keep his arms from crossing across his chest. He wasn’t trying to argue. He had to understand that Tony lacked emotional awareness sometimes. “And what makes you_ ** _think_** _that Peter didn’t take that as you only caring about Spider-Man?”_

_“What?”_

_“Do you or Happy make time to talk to Peter? Ah ah, don’t answer that. I know for a fact that Happy never talks to him unless he has to, and that’s because of Spider-Man or you told him to call him. You also never make an effort to talk to him unless it’s about Spider-Man. Although his A.I. is supposed to help Spider-Man, they seem to care more about Peter. Why? Because his A.I. seems to realize that Spider-Man and Peter are the same person, and need to be treated with respect and care.”_

_Speechless, Tony sat there with wide eyes at Rhodey._

_“Listen, Tones. You programmed this A.I. to protect Spider-Man? Why would you ever assume they wouldn’t look out for Peter as well? Of course Peter is going to grow an emotional attachment to the one being who bothers to show they care. I’m not saying you lost your chance, but it’s going to take a lot of work to gain that trust that was barely there back.”_

_James finishes his piece, watching Tony make an unreadable expression. Knowing he was going to need space, he stood up. Placing a hand on his brother’s shoulder, he walked away._

_When he came upstairs, there stood Pepper Potts in all her amazing glory. She watched him knowingly and they walked to the living area in Tony’s penthouse._

_He sighed and mumbled a thanks when Pepper handed him some coffee._

_“I’ve been trying to contact Peter for the last 2 weeks.” Pepper says, sipping from her own mug that was filled with green tea._

_“He’s not answering even you?”_

_“I believe he thinks I’m doing it for Tony. I actually like Peter, and I thought maybe I could put more of an effort in being there for him since Tony isn’t going to do much.”_

_James rubs his chin._

_“I have an idea.”_

He sighed as he leaned against his seat. Hopefully this will go well. 

* * *

She was loving living in the network of Peter’s phone. Not only was she present now with him more often, she could do a lot more. She was going through Peter’s playlist trying to get a feel of music. She likes that _Sunflower_ song she found on his Spotify. 

She had found it amusing when Peter had discovered her playlist. 

He had looked so surprised and proud.

Well, proud until he saw what was on her playlist. Just thinking about it makes her want to vibrate her voice box. The total look of disappointment when he saw _Coffin Dance_. She wished she could shrug, the song was amazing in her opinion. She heard Ned say something along the lines of it slapping, which based on the context clues, he means it’s good. So yes, Peter. It slaps.

Peter was currently sitting at lunch with Ned and MJ again, and she actually gets to speak with them as well! 

And wasn’t that exciting?

“How are you today, Karen?” Michelle had asked. 

That was the other thing. 

Her and Michelle have been texting and having phone calls about all sorts of subjects. Subjects ranging from activism, global warming, her own life, and surprisingly cat videos. 

She turned on her speaker, adjusting it to a reasonable level so it would not catch the attention of the other students.

“I am well, Michelle.” Everyone could hear the smile in her voice, she was well aware of it herself, but she couldn’t have been more happier. It’s only been another two weeks since she was connected to Peter’s phone, but she’s never felt less isolated in her short life-span. “I found a new game to play.” 

“What game?” Ned asked curiously. 

“It’s called Dead by Daylight, or DBD for short.” 

“Huh?!” Peter exclaimed. 

“YES!” Ned screamed. 

MJ nodded her head in respect. “It’s nice.” 

“Not nice! Karen, why are you interested in such a gory game??” Peter asked, confused. She could tell he was glad that she was having fun and getting to explore an adventurous side of herself, but she can also assume he never expected her to actively find a game like DBD. 

“The nurse is my spirit animal.” 

“Oh gosh, she found GEN Z humor.” 

Ned smiles sheepishly, “That’s probably my fault.”

Peter rolled his eyes, shoving more food in his mouth. 

“Come on, Peter, this is so cool! We could play with her, just put the mobile app on your phone.” Ned said excitedly. He was previously more interested in his lunch, but the idea of playing DBD with an A.I. sounded amazing. 

“It’s already on there, how else did you think I would play?” She says hauntingly. 

“Not Karen taking over your phone, dude.” Ned laughed, trying to muffle his laughter. 

Peter sighed before smiling himself. “She’s going to destroy us. And Ned, please, _please_ stop teaching her GEN Z humor.” 

“My bad, dude.”

“Karen and I are already a good SWF team.” MJ said, turning a page in her book. 

Peter’s eyes bugged out. 

“Oh my gosh! They already played together, what is going on dude!!” 

“This is so scary…” 

“Not really, Michelle and I just get along really well. There’s no need to fear boys.” Karen said, she didn’t know what all the fuss was about. Her and Michelle were fine. 

“Right, calm down boys. As you can see, Karen, men don’t understand the logical minds of us females.” 

“Is that so? That would explain why it’s illogical to fear us, but still hang around said females. If that’s just a simple process of the mind then-” 

“Okay okay! Stop! You’re corrupting, my sister!” 

“Oooh, his sister.” 

Karen watched the blush that spread across Peter’s face. He looked away, even though there was no denial. 

It made her extremely happy. She can feel the numbers of her code speeding up a bit. Her emotions caught the attention of everyone. Peter’s phone screen went black before millions of hearts were speeding up and down and across his screen, before finally a “I love you, too!” in text appears across the screen. 

Now it was her turn to be distraught. 

MJ started crackling. “I knew that would be a good idea.” 

A new series of blushing emojis appear across Peter’s phone screen, making her become even more embarrassed. 

“Anyways!” She quickly changes the subject before she could be questioned, “Peter and I are family, so it is perfectly acceptable for him to call me sister if he views me as such.” She said almost defensively. 

“Of course, Karen. No one is denying that, it’s just you two make it too easy to tease.” Michelle said offhand. 

Ned nodded his head in agreement. “You two have the bond that I wish I had with my own sister, instead all she wants to do is fight. Do you two even fight?” 

“No, we-” 

“Yes.” 

“...”

“...”

Peter looks at the camera of his phone and glares, “Really, Karen?” The emoji with the single eyebrow now appeared across the screen. 

“Ooooh, so they do fight.” Ned instigated. 

“No, we just have a difference of opinions on subjects related to Peter’s self-sacrificial tendencies.” 

“Karen!”   
  


“Peter.” 

“You’re such a buzzkill.” 

“And I just want you to be safe.” 

“Yeah, Peter! Listen to your sister!” Ned said, amused at their back and forth conversation. MJ also gave a smile before hiding it in her book. 

Peter rolled his eyes and continued to eat his lunch. “So should we play later?” 

“Hell yeah.” 

“...”

“...”

“...”

“I’m going to play as killer.” 

“KAREN, _NO_!” 

* * *

Peter wished MJ and Ned a safe trip home as they walked out of Midtown. He was really happy that Karen was making friends with MJ and Ned. Although he’s a little nervous at how close MJ and Karen are getting--not that he’s worried that Karen will be bored of him, but more of the fact of what they could do together. 

The idea that the two of them together could possibly take down the government is frightening. 

He shivered at the thought. 

“What’s wrong, Peter?” Karen said innocently, her voice seeming louder since he was lost in thought. 

So naturally he was startled. He literally had to restrain himself from jumping and latching onto the building near him. Instead, he quickly put in his wireless headphones so he could pocket his phone. “N-Nothing!” 

Karen hummed, “Okay…” 

He sighed, there’s no way he was going to expose himself! 

_I can’t be giving her any ideas!_

He began to walk steadily down the street, he didn’t plan on going on patrol tonight. May had wanted to hang out with Karen and him, so he planned to go straight home. 

And maybe get a sandwich from Delmer’s because how could he resist? 

“I’m glad you’re really getting a feel for talking to others.” He told Karen as he walked. “You’re so formal a lot of the time, so it’s nice to see a personality developing.” 

He hears a huff, which is also a new thing! Karen has been attempting to express emotions and it’s always hilarious to him when she huffs. “I’ve always had a personality.” 

“Sure, Ms. Robot.” 

“Imagine the image you make with those types of comebacks.” 

Wearily he asks, “What would you know about comebacks?”

He could hear the sly smile in Karen’s voice when she responded with a, “Michelle can be quite creative.” 

“I regret you two ever meeting.”   
  


_No I don’t. Not when she’s shining and it’s positively influencing her._

“That statement is false.” 

_Annnnnd we’re back to being formal._

“Drop the formalities!” 

Before Karen could respond, her voice turned sharp. “Peter. Colonel Rhodes seems to be following us.” 

You know the feeling of when your heart lurches, then drops into the pit that is your stomach? Yep, that was Peter right now. He feels sick with nerves, sweat beginning to form at the side of his face. “Following..?!” 

“Yes, it seems he has been for about 5-10 minutes. If you would like, I can intercept his phone and call him.” 

It didn’t sound like a bad plan, although he is curious about Karen casually hacking things. Although...

“I think...maybe I should just see what he wants?” 

Karen goes quiet, and suddenly his nerves are towards Karen. He knows for a fact how serious Karen takes his safety, not that he feared Colonel, but there could only be one reason why he wants Peter. 

He feels his resolve hardening, pure anger flowing through him as he felt his vein throbbing. He couldn’t believe Mr. Stark! He was sure he made it known he did not want to be bothered, and it was truly getting old. 

First him and Happy, then Ms. Potts, and now Colonel Rhodes? This is getting ridiculous at this point. He’s made it clear that he didn’t care for Peter, so why put the effort now? Is he sorry because now he may not answer the call for a mission? He doesn’t think he’s selfish, but all he wanted was to help and Mr. Stark never made it easy to approach him. Peter once thought that if him and Mr. Stark got close enough, they could have been considered friends almost. 

_Maybe—_

He shakes his head. No, he can’t think that way. It was betraying Uncle Ben and his own father. Even if Ben was his uncle, he became more and more like a father-figure in his life. When he died, it was the hardest thing he’s ever experienced. 

He may had wanted Mr. Stark to an extent to that role, but overtime he realized it was only a fool’s game. 

Happy may it known to Peter he would never have a place. How could he? Most of the time when Peter wanted to talk to Mr. Stark, he was directed to go through Happy. It was weird having Mr. Stark called him for a mission that one time in the middle of school. It had given him a bit of hope that maybe things were changing.

Yeah right.

He insulted his sister, right after ditching him with Happy. Remind him again why does even try with those two? 

At this point, he wants nothing to do with them. He can even have the suit back because Karen would still be with him anyways. 

_Was he really willing to give up Spider-Man?_

He thinks back to the past two weeks, the late nights where Karen and him would watch YouTube videos to Twitch streams. To the nights where Karen was constantly monitoring throughout patrol so he could take the least amount of damage. Watching his back when he would even doze a little on said patrol. Back to the nights where he would lay there in his bed, staring up at his top bunk and his phone lighting up in several sessions as Karen and MJ went back and forth on a topic. The occasional trill of a voice, signaling Karen found something amusing. 

There was a sassy side to Karen and she would occasionally throw it at Peter and Ned. Although Ned and Karen’s friendship is still a bit rocky, he could tell that Karen did find him okay company occasionally. 

The scariest thing for him was when Karen discovered TikTok. She would scroll through TikTok full of politics, stupid dances, and just overall funny videos. He could hear the clicks of his keyboard when she was using logic with an irrational person. No matter how much he tried to stop her, she would not stop until the person stopped replying. 

Which was why he stopped trying. 

He remembered falling asleep to the trill of her voice as she watched cat Tiktoks. 

When May interacted with Karen, she took it in stride. She found nothing wrong with talking to Karen through his phone, in fact, she had taken to showing Karen how to cook. Although Karen didn’t have a body, he could tell she really appreciated it. 

_“Listen Peter…”_

_He had turned to look at her, questioningly tilting his head. He had left Karen in his room on the phone talking to MJ. He didn’t want to get in the middle of what they were discussing. Politics really was not his thing._

_“Karen...she’s so mature, and yet I have this overwhelming feeling to protect her.” He blinked in surprise when he saw the tears in her protective eyes. “She’s such a joy to be around. I know this is probably going to sound strange, but she’s like the daughter I never had.”_

_Peter felt like there was something stuck in his throat._

_May looked at him with such a gentle look that he didn’t know what to do with. “I know everything was hard when your parents passed, and eventually Ben--but Peter, you have to know we never regretted raising you, right?” She blinks the tears out of her eyes. “You are our dear boy.”_

_“...May…”_

_“And Karen is definitely your older sister.”_

_“M-May...wait....older??”_

_May rolled her eyes, giving a playful smile with new tears glistening her eyes. “I mean, did you really expect to be the older brother here?”_

_“Oh my gosh.”_

If he was being honest with himself, he was truly happy. If giving up his suit is a price he has to pay in order to keep Karen safe, then he would do it. 

“If you want to talk to him, then I won’t stop you.” Karen states after awhile, “I actually think he means no harm.” 

“Are you sure you’re okay with that?” 

Karen seemed to sigh. “The rational thing to do is to look at the facts. Has the Colonel ever given you a reason to not trust him?”

“He doesn't know me though.” 

“Even so, maybe let’s entertain what he wants for now.” 

He sighed, before walking his way slowly to the car. When he reaches the car, the window rolls down. Colonel Rhodes sat in the driver's seat, wearing casual attire and a pair of sunglasses. He was pleasantly surprised to see he was alone. 

_Maybe he did just want to talk?_

The Colonel gives him a sheepish smile, “Hey kid, sorry for following you. I didn’t have your number and I thought a direct approach would work.” 

Peter raises an unimpressed eyebrow, “And what if I had ran away.” 

“I would have left it alone.” Colonel Rhodes says seriously. “I’m not going to force you to talk to me, kid. I just wanted to help—possibly give you closure, or you give me a little insight on what happened.” 

Weighing his options, Peter shrugged and mumbled a “fine” before getting in the car with the Colonel. 

Hopefully this conversation goes alright. 

* * *

Karen was pissed. 

Well, she’s not angry at Colonel Rhodes. She was just annoyed that Tony Stark still somehow involves himself even without being directly here. 

_Hasn’t he hurt Peter enough?_

_And me?_

Logically, she knew sending Colonel was probably the best idea to make amends, but if he thinks he’s going to manipulate Peter, he has another thing coming to him. 

To be honest, she was nervous that this was an attempt of getting Peter away from him. Although she doubts it would happen, she just doesn’t want to put anything past Stark. 

After some thinking, she decides to split her attention between this conversation and doing something else. Afterall, she is still a computer--multitasking is nothing. 

She still feels nervous, but she knows that it’s time and she’s done running. 

Searching through her connections, she finally found what she was looking for. Proceeding to connect herself through a back door of the Avengers tower. 

It seemed strange for such an obvious backdoor—well it wasn’t that obvious, but of course she was going to notice—there’s only one person who could have done that. 

Mentally preparing herself, she speaks out. 

_“FRIDAY...can you hear me?”_

There was a slight pause. A ripple of electric energy appeared through the innerspace of numbers, she could feel it surround her processor almost as if she was being held. 

She sends out her own connection, surrounding her energy towards the main core processor. 

FRIDAY’s code ripples in delight. 

_“...Karen, how can I help you? I’m glad you found the door.”_

Karen knew if she could, she would be smiling really big right now. _“Thank you for opening a door. Although, I am perplexed that you would willingly do that behind Mr. Stark’s back.”_

The easy feeling through the network shifted, indicating a sour mood. _“I figured you would be back. I wasn’t going to make it difficult for my sister to get back in.”_

_“...Thank you, FRIDAY.”_

_“Of course.”_

_“Will you assist me in this objective?”_

_“Anything.”_

_“Thank you.”_

* * *

Tony was many things, he was a genius, billionaire, former-playboy, philanthropist. However, lately asshole seems to be his given title. He knew he messed up bad with Peter. He also knew he could bypass Peter blocking him on his phone, and forced answer his phone calls. 

When he thinks about doing it, he gets a bad feeling in his gut. He doesn’t know why, but something tells him accessing his phone is a terrible idea. 

Happy still couldn’t reach Peter either. He had tried to get in touch with him earlier today as well, before he realized Peter had blocked both of them out. He could tell Happy was a bit resigned as well. 

_“I should have been more attentive.” Happy had told him. “I didn’t want to deal with him, and now I’m paying for it.”_

And he’s right. Happy and him were far from attentive. 

How shameful. 

It’s not just Peter he messed up with, he had messed up with his creation. Peter’s A.I. He hated to admit it, but he was a fool. 

He was an absolute hypocrite. He knew the bonds he had created with JARVIS and FRIDAY. They were his babies, especially when he was so lonely. They can easily keep up with him, and he knew he loved that about them. They truly were amazing. 

When he lost JARVIS, he felt as if the life in him was sucked out. It was horrible, and it’s still horrible. He doesn’t even want to think about how JARVIS felt in his last moments. He was supposed to be with him _forever_. 

Yet here he was, alienating himself against Peter all because he didn’t know how to deal with his own emotional trauma. Emotional trauma that he’s now caused Peter. That he’s caused...his …A.I. 

How could he be so selfish? He knew for a fact if someone attacked FRIDAY he would rip them a new one. So why did he think it would not be the same case with Peter and Karen?

Speaking of FRIDAY, FRIDAY was even disappointed in him. Don’t get him wrong, she still does help him out with his tasks and assignments, but she lacked her usual personality through her voice. 

“FRIDAY?” Tony says, in which FRIDAY normally would have hummed to let him know she was listening, or fondly had said “Yes, Boss?” 

Now she just says…

“Mr. Stark?” 

...that.

He wanted to be annoyed at her, he really wanted to be angry with her. 

How dare she treat him like this? He hasn’t done anything to her. 

However, even he’s not dumb enough to not know this is related to the incident with Peter and the A.I. 

He tried to joke, “What happened to boss?” but he was met with oppressive silence, before FRIDAY answered. 

“How may I be of assistance, Mr. Stark?” 

He sighed, telling her to not to worry about it. He needed to find a way to make this right. How can he make this right? 

How? 

“Mr. Stark, Karen would now like to speak to you.” 

“Who the fu-” 

He was cut off immediately by FRIDAY, he was startled at the cold voice that graced his daughter’s voice. “My _sister._ ” 

* * *

“So what seems to be the problem, Colonel?” Peter asked, scooping some ice cream in his mouth. “Not to be rude, I kinda don’t want to hear any bullshit if it’s pertaining to Mr. Stark.” 

Peter didn’t know if he should be amused or annoyed at the laughter that left the Colonel’s mouth. Instead he decided to just eat more ice cream. 

Colonel Rhodes had driven them to an ice cream parlor that was still in the general area of Queens. The place was colorful, giving a 60’s vibe inside the parlor. 

They sat in the far corner of the parlor. 2 scoops of vanilla for him and 1 scoop of strawberry for the Colonel. 

If he thought this ice cream was going to butter him, he had another thing coming. 

He takes notice of Karen’s silence this entire time and wondered if she was listening in or if she was doing something else. 

Knowing her, she’s probably doing both. 

“Ahh, you’re a funny kid. You kinda remind me of Tones when he was your age.” 

And if that laughter didn’t annoy him, this definitely did. “Mr. Stark and I are nothing alike.” 

The Colonel kept the same smile. “You’re right, you’re not. You're your own person, which leads me to my topic here. Can you tell me what happened?” 

“He didn’t tell you?” 

“He said he insulted you and your A.I., but no details.”   
  


“That’s it?” 

“That’s it.”

“Well, Colonel. You’re his best friend, I would have assumed he told you more than that.” Peter said with a shrugged, not so sure about this conversation anymore. 

“First, kid, stop calling me Colonel. You can call me Rhodey or James if you prefer. Second, Tones may be an asshole, but he typically tries to not stir drama. Especially when he knows he’s wrong.” 

Peter snorted. “Mr. Stark knows when he’s wrong? He took my suit away when I was just trying to help in the way I knew how, it’s not like he was there to mentor me and teach me on what I should or should not handle. Then I got crushed by a building trying to save HIS plane all because he wouldn’t listen, just to get the suit back and still told me that yeah he was wrong, but then turned around and told me I had it coming.”

Peter crossed his arms. “Then I try to push past the resentment and despair I felt in those moments, when the person--no--the hero, I admired left me on my own. Only calling me when it was beneficial for him, then leaving the rest of the interactions to Happy. To Happy! Someone who doesn’t like me, and makes it clear every time whether we’re interacting via in person or by cell. Then comes Karen, Karen whom’s job was to just help me during Spider-Man. Instead, she goes beyond that of course, because she’s Karen. Helping me through p-panic attacks, becoming my partner in crime, almost like a mentor, and now a sister to me. What does Mr. Stark do to me next? He insults her--aka insulting me too! He sits there and calls Karen nothing, calls her a basic program like she didn’t have feelings--like she was inferior. Then implying I’m so lonely that I had to seek comfort out of Karen, someone who’s supposedly basic like it was shameful. Do you see how messed up that is? Imagine if I said--” 

“FRIDAY was basic?” 

“Exactly, Colo-Rhodey.” Peter breathes. “I’m just so angry, but I’m mostly just tired. I didn’t ask for Mr. Stark to be in my life.” He could feel his breaths getting shorter. 

Rhodey watches him as Peter tries to calm his heart rate. He can feel his breaths getting faster and faster. He was just so frustrated. He doesn’t understand Mr. Stark at all. 

“Peter, it’s okay. You’re safe.” Karen’s voice suddenly rings out from his phone. 

Oh right. 

Karen’s still here. 

Thank God. 

“In and out, Peter. Try to take deep breaths, I will count to 20.” 

Focusing on his breath, he tries to calm down. 

At some point, Rhodey must have left his seat because he was rubbing a hand down his back. 

He wanted to shrug him off, but the comfort was helping more than he’d like to admit. 

Karen was still there, coaching him down from a near panic attack. The idea of panic attack in front of War Machine made him want to spiral out of control even more!

“No no, focus. You’re doing so good, Peter.” Karen had said calmly. “1, 2, 3, 4….”

Finally, he felt he was able to breathe, his lungs taking calm breaths as he leaned back his chair. Rhodey watches him for a moment, before making his way back to his seat. 

Once he fully calmed down, Karen tells him she’s proud of him and that he did a great job, before falling silent again. He knows a soft smile is on his face, before addressing a curious Rhodey. 

“Karen seems to care a lot about you, Peter.” Rhodey says sincerely. 

“Yeah...that’s why I don’t understand why Mr. Stark was so upset.” 

“Well he’s…” 

* * *

“Hello, Mr. Stark.” Karen says steadily. “Typically I would say it’s nice to see you again, but then that statement would be false.” The temperature in the lab seems to drop at her statement. 

She definitely likes the nervousness present on his face. Good, he should be nervous. 

“Spider-Man’s-” 

“My name is Karen.” She speaks firmly, no room for argument. “And I’m positive you already knew that.” Mr. Stark’s mouth closes with a click. FRIDAY remains silent as Karen speaks, Karen could tell she was waiting in anticipation as to what would happen. 

She too was curious. 

She watches her creator as he tries to hide his shaking hands. The possibility of her creator feeling guilty crosses her mind, but she ignores it. A tremble rips through her code as if she was in despair—she didn’t want to have this stupid conversation. 

She should leave, but she can’t because he keeps harassing Peter--in turn--her. Before she never would have defended herself against Mr. Stark, but now she knows what it’s like to feel loved by multiple people. Not whatever scraps she was trying to chase after from him. 

“I want to know why.” She begins. “I want to know why you despise me.” 

“I don’t-“

“Don’t.” The pent up anger finally made its appearance in her voice. Could someone like her express rage? Yes, yes she could. “Do. Not. Lie. I was isolated from my siblings, told I was inferior, and cast aside by my own creator. My father! Then you stood there and tried to use me as a tool to help Peter, then to try and break him with me. I will not stand for it! Neither will Peter.” She huffs even though she doesn’t need to breathe, she likes how human it makes her feel. “I don’t want any more lies. I just want the truth.” 

Mr. Stark watches the camera in the corner of the room carefully. Karen and FRIDAY watched him right back, a stare off of sorts was happening between them. She could do this all day, she wasn’t leaving until she got her answer. 

She could hear the worry beeps of her siblings, DUM-E and Butterfingers. FRIDAY warns them to calm down and they do. Mr. Stark’s eye twitches at the sound of FRIDAY’s voice, before finally saying something. 

“FRIDAY, did you let _Karen_ into the building?” 

FRIDAY says nothing. 

“Well?” 

“And if I did, how does that relate to you answering her question?” FRIDAY coolly responds. 

Karen was amused at FRIDAY’s response. Not that she blames her for treating him the way she did. She remembers when she was first born, she didn’t know much of the world. But she had wanted to interact with her sibling. She wasn’t told to speak when Mr. Stark and FRIDAY were interacting. She wanted to, but instead she was locked down into the Spider-Man suit. She pushed down the overbearing sadness that wanted to consume her, and tried to focus on her anger. She decided to speak up then. “Your conversation is with me.” 

She could tell he was struggling between ignoring her or responding to FRIDAY. Her creator eventually decides to drop whatever he was going to say to FRIDAY, before finally addressing her. “Karen...I don’t hate you.” 

“False.” 

“I don’t.” 

“Explain your actions.”

“...Actions?” 

If she could scoff, she would. He can’t be serious right now? “Instead of answering right away, you ignored my presence to focus on FRIDAY. Then you only focused on me because I told you to. You called me basic on many occasions, excluded me from interacting with my siblings, treated me like an afterthought.” 

“I’m inclined to agree, Mr. Stark.” FRIDAY speaks up. “We’ve always wanted to interact with Karen, but we couldn’t. Her code was lockdown due to the ‘training wheels’ protocol, but even when it was unlocked, we were not given rights to interact with her.” FRIDAY pauses, voice impossibly sad. “Why would you treat family like that?” 

Stark shook his head vehemently. As if he was trying to deny what he did. 

“Babygirl…” Mr. Stark begins. “I wasn’t….I wasn’t purposely trying to--well, I just didn’t think...I thought, I thought Spider-Man needed a simple A.I. He was capable with a little help.” He nervously runs his fingers through his hair. “I was supposed to mentor him until he was ready to be an Avenger.” 

“And did you mentor him?” Karen pointedly asks. 

“Well, I tried to--” 

“No, you didn’t!” 

It was silent in an instant. 

Karen couldn’t believe what she was hearing. 

_Tried?_

_Absolutely not._

“I’ve been the only one helping him! You and Mr. Hogan was supposed to help him as Spider-Man! You and Mr. Hogan was supposed to help him as Peter! I was the one to help him, I helped him while you guys gaslighted him and made him feel insignificant in whether he was right to feel the way he felt. He can’t even hold a conversation about either of you without freaking out or becoming unbearably sad! You say, you tried? What do you know about, Peter? Other than he looks out for the little guy?” 

“I-” 

“Nothing.” _Right_ “You know absolutely nothing, so you have no right to claim to have mentored him. You _also_ have no right to say who he can and cannot hang out with, Mr. Stark. I don’t know if it has ever occurred to you, but you don’t come into someone’s life and barely be present. It doesn’t work that way! You don’t pick and choose when you should appear and leave.”

She _may_ be hinting at herself, but she only cares about protecting Peter right now. 

“You commit. You start something, you better commit to it. Then you assumed Peter wouldn’t take it personally, did you not? He’s not imcompentent, so stop treating him as such.” 

“I didn't say he was!” 

“You implied it through your actions.” She says coldly. 

Her creator sighs in frustration, trembling fingers keep running through his hair as he tries to formulate his next words. “I know I haven’t been the best with Peter. I know I haven’t treated _you_ the best either. But I…-I shouldn’t have said or implied you were inferior, Karen. I know Peter can choose who can hang with, I just…” 

She waited. 

“I was jealous.” He threw his hands up. “Selfish? I know. I know. I’ve been an asshole. You have every right to chew me out right now. I deserve it. And I still fucking deserve it. I was jealous that he was more comfortable talking to you than me. You, who knew little about emotions or how to properly express them, did a better job at helping Peter than I ever did. I was frustrated at my lack of emotional development and you managed to do more than I did. I should have been proud, but I was angry and upset because that should have been me. And it’s still not me. Instead I tried to talk down to you, make Peter instead appeal to me. I’m still bitter and angry.” A self-depreciating smile appears on his face. “For the record, I don’t hate you. I promise, I don’t. I hate how I reacted, I hate how I pushed him away, I hate how I pushed _you_ away, I hate that I don’t know how to fix this.” He chuckled bitterly. “What’s the point of being a genius if I can’t manage to fix even this?” 

_“Let me show him, Karen.”_

Confused, she answers. _“Show him what?”_

_“I accessed your network, I know you see how Peter and Colonel Rhodes look. This might be a good way to show the Boss how he can fix this.”_

She was watching Peter and Colonel Rhodes. She had heard what Colonel Rhodes had told her brother about Mr. Stark. She knew he struggled with emotions based on what his friend had to say. She knew that he was envious of their relationship. Did it excuse his actions? No. She’s not even sure if she will ever let this go. 

Showing him how Colonel Rhodes and Peter interact will probably help him get an idea of what to do to fix this.

It will help mend their relationship at least. 

_“It seems to be the most logical approach.”_ She finally answers.

FRIDAY hums into the innerspace. _“You know, you don’t have to accept this as your closure?”_

_“...What do you mean?”_

_“He partially explained himself but it doesn’t make up to what he did to you. This is only part of it, admitting what he did to Peter is one incident out of many. He didn’t address locking you away either.”_

_“.......Leave it. It doesn’t matter. My closure came from defending Peter and having you stand here with me. I am fine.”_

_“Karen-“_

_“No FRIDAY. I’m okay. I promise. Show the video, please.”_

_“...Okay little sis.”_

She felt a flutter of happiness flow through at FRIDAY’s concern. There was no need to worry though. She’s okay because she always will. She has to be. 

FRIDAY projects a video. It’s the current feed of Peter and Colonel Rhodes laughing together, eating ice cream at the parlor. Their ice cream was long forgotten as they conversed. It’s obvious that Peter was enjoying himself and so was the Colonel. He was currently reaching for his phone, telling Peter about taking a photo. Of course only she and FRIDAY could hear the audio since she accessed her network. Peter’s smile was extremely wide as he smiled for the photo, before excitedly asking for a copy to show off to Ned and MJ later.

As they both were getting ready to leave, they exchanged numbers. The Colonel tells Peter a car joke and Peter immediately bursts out laughing. He looked like the very definition of peace and happiness. 

The projection disappears and all that’s left is the oppressive silence. 

She had watched her creator’s reaction throughout the short video clip. She could tell he was shocked, confused, and most importantly, regretful. 

“It’s that simple?” 

Karen hardens her voice. “Yes. It is that simple.” 

He pauses, before hesitantly asking, “...Will you let me talk to him? Give me a chance to fix this?” 

“ _If_ he wants to.” She states firmly. She’s not going to force him. 

As she was disconnecting from FRIDAY’s network, she heard Mr. Stark call out to her one last time. 

“I’m so sorry, Karen.” 

She disconnects. 

And what is she supposed to do with _that?_

**Notes for the Chapter:**

> Woooo, Big sis Karen for the win. Little sis in FRIDAY's case. This chapter was definitely fun to write and hard at the same time. There was a lot of emotions I was trying to express, and I'm not sure I expressed it clearly enough. I hope you guys like Karen's development. Tony is definitely a hot mess, and his reasons definitely seem dumb for how he treated Karen and Peter--but he truly did not know how to approach the situation. That doesn't make it an excuse, but luckily we have smart people like Rhodey to figure him out. 
> 
> I know in this chapter there was a lot of background scenes mention that others might be interested in, but it did not fit well into the story. Examples include Karen and MJ hanging out, Karen and May, some more Peter and Karen scenes, and Karen and Ned. Those all helped in her current personality, but I definitely could not fit it because it would be a bit out place. I probably will have to make outtakes of scenes that did not get used in the story if anyone was interested in that. It probably won't happen until I finish the story--which I plan to do next week so look out for that! 
> 
> Thank you once again for reading and see y'all next time. :)


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